Sidian Bank’s Account Opening Terms & Conditions

The relationship between the bank and the customer is governed by the Laws of Kenya and it is agreed that the courts of Kenya are to have jurisdiction to settle any disputes, which may arise out of or in connection with this agreement.

However, nothing contained in this clause shall limit the right of the bank to take proceedings against the customer in any other court of competent jurisdiction.

1. Interpretation

In these terms and conditions, the expression ‘the Customer’ shall include any person or persons, firms, partners or corporate body.

2. Customers Instruction

The customer requests the bank to honour and to debit his accounts, all cheques, drafts, bills, promissory notes, acceptances, negotiable instructions and orders drawn, accepted or made out to him and to carry out any instructions he may give in connection with his account to be overdrawn or an overdraft to be increased.

Where no overdraft has been agreed or the limit of the overdraft agreed has been reached, the bank may nevertheless refuse to carry out any instructions or any overdraft greater than that agreed, as the case maybe.

3. Authorized signatures

The customer will give the bank in an acceptable form, the specimen signatures of every person authorized to operate the account. Unless otherwise agreed, all signatories are entitled to withdraw all or any of the customer’s property or securities held by the bank from time to time, to open any further account(s) in the customer’s name and to overdraw any of the customer’s account.

4. Right of Set-off

The bank may without notice, set-off against any account or indebtedness of the customer any other account whether current, loan, savings or any other type at any time notwithstanding that

some other person(s) may also be liable in respect thereof.

5. Simultaneous orders In excess of funds

If the customer gives several orders, the total amount of which exceeds the balance of his account or the amount of overdraft of his account or the amount of overdraft given to him, the bank is

entitled in its sole discretion to execute these orders partially or fully without regard to their date or the chronological order of their receipt.

6. Bank Charges, Expenses, and Interest, Legal Charges, Commission, Other Charges and Expenses, which should include Ledger Fees, Disbursements etc.

The bank is entitled to be paid by the customer and may debit the customer:

  1. Unless otherwise agreed in writing, interest charges on overdrawn accounts, loan accounts or any other facilities granted by the bank at any rate, may be different to different accounts. The bank need not notify the customer of any change in the interest charged.
  2. Advocate and client charges incurred by the bank in any legal, arbitration or other proceedings arising out of such dealings:
  3. Commission at such rates and such times as the banks decides, with power charge different rates for different accounts.
  4. In addition to the debits authorized by sub-clause (a), (b), and (c) of this clause, all other expenses and charges including but not limited to ledger fees, disbursements for cheque books, postages, cables telephone calls, taxes, duties, impositions and expenses incurred in complying with the customer’s request.

7. Statements deemed approved if not objected to within one (1) calendar month;

The contents of the new statements of account or statement of any other nature which had been sent by the bank to the Customer and to which the Customer has not objected within one (1) calendar month from the date of the statement, shall be deemed approved by the Customer, and shall not thereafter be challenged by the Customer in any ground whatsoever, whether lack of mandate, forged or inadequate signature or endorsement of cheques, forged alteration thereof or otherwise.

8. Delay by the Customer in lodging complaints

The bank is not responsible for any matter unless the Customer has made a written complaint to the bank as soon as is reasonably possible.

9. Payment by Third Parties

The bank may credit the Customer amounts paid by third parties.

10. Deposit of Cheques, etc…

All cheques or other orders for payments of whatsoever nature are accepted for deposit or collection at the risk of the Customer. Where any cheque or order is unpaid for any reason whatsoever (including but not limited to physical loss), the bank may debit the Customer with the amount previously credited, (taking into account any exchange fluctuation where relevant), in respect of the cheque or order, together with interest since the date of crediting, if the account thereby is overdrawn. Before making any withdrawal, the customer must allow sufficient time to elapse after making any deposit (even of cash) in order to enable the bank to carry out the necessary bookkeeping operations to credit the account. For the purposes of this sub-section, sufficient time shall be deemed to be one complete business day. Notwithstanding the provisions of clause 8 herein any money credited to the Customer in error must be repaid immediately, together with the applicable interest upon demand.

11. Protesting of dishonoured bills

The bank shall not be liable for any loss or damage suffered by any party if any dishonoured bill is not noted or protested or both. The bank will nevertheless endeavour to cause dishonoured bills to be noted or protested or both, provided that it receives instructions to do so in reasonable time.

12. Lien

The bank shall have lien on all securities, goods, credits or other assets in its possession which belong to the customers who are debtors for any reason. This lien shall also be enforceable in respect of liabilities which have yet matured and shall extend to interest accrued or to fall due dividends, rights or subscriptions to securities. The bank may realize such valuables after having given fourteen (14) days’ notice by letter to the Customer of its intention to do so and may set off the proceeds of sale against the amount of its debt. The right of sale shall apply in all cases where the Customer has been dully summoned to supply or fails to satisfy requests for additional funds. Deposits for a given period of time and funds in foreign currencies may at the bank’s option either be merely set-off against debts or realized at the current exchange rate.

13. Variation and or termination of relationship

The bank may at any time upon giving notice to the Customer, terminate or vary its business relationship with the Customer and in particular but without prejudice to the generality of the  foregoing, the bank may cancel credits which it has granted and require the repayment of outstanding debts resulting there from within such time.

14. Freezing of an Account

The bank may at any time freeze any account of the customer if and so long as there is any dispute and or the bank has doubt for any reason (whether or not well founded) as to the person or persons entitled to operate the same, without any obligation to institute proceedings or to take any step of its own initiative for the determination of such dispute or doubt.

15. Joint Accounts

All liability on a joint account is joint and several. The rule of survivorship applies. The holders of a joint account authorise the bank to pay, deliver to or to the order of survivors, executors or administrators of such survivors any moneys standing to the credit of the account. Where joint account holders have given the bank written instructions or agreements between them to govern their account operations, these agreements will be binding on all and the bank is authorised to follow these instructions in dealing with the account provided that the bank will not be held negligent if it has otherwise acted within the mandates of the account notwithstanding that the action is differing from the agreements in question.

16. Cheque books

Cheque books are issued subject to the following conditions:-

  1. the Customer agrees to look after and use any cheque book and any cheque leaf with utmost care.
  2. the Customer further agrees to ensure:-
    1. That all uncompleted cheque leaves shall be kept in safe custody at all times,
    2. That the bank shall be informed immediately upon discovery by the Customer that any cheque book or any cheque leaf has been stolen, lost or misplaced,
    3. That any cheque shall be prepared and signed in ink or other indelible writing materials,
    4. That the amount of any cheque shall be written as near as possible to the left side of the cheque leaf to prevent any unauthorized addition of letters or figures,
    5. That any cheque and any alteration shall be signed by an authorized signatory and
    6. That no uncompleted cheque shall be given to any stranger or other person when the Customer does not nave reasonable grounds for believing him or her to be trustworthy and
  3. Upon closure of any account, the Customer shall return to the bank any remaining uncompleted cheque leaves relating to that account.

17. Stop Payment

That with respect to each item drawn against the account and the bank has been asked by the Customer to stop its payment:

  1. The Customer shall
    1. undertake to make such requests or to confirm in writing and to indemnify the bank against any loss resulting from the non-payment thereof,
    2. Should the item be paid or certified by the bank through inadvertence or oversight or through misdirection of the item the bank has in good faith followed its procedures in handling stop payment orders,
    3. To notify the bank promptly in writing if the item (so stopped) is recovered or destroyed or if for any other reason the stop payment order is cancelled and
    4. To notify the bank in writing before the issuance of any replacement item, and to inscribe on the face of such item the word replacement and a number and date different from the item stopped. A written stop payment order shall be effective for six months unless renewed in writing.

18. Cheque not drawn on the bank’s cheque leaf in the manner specified by the bank

The bank may refuse payment of any cheque not drawn on the bank’s cheque leaf in the manner specified by the bank in these terms and conditions.

19. Drawing of cash

    1. The bank will pay cash to the Customer where the cheque is signed in the presence of the teller by an authorized signatory.
    2. Where a cash cheque is presented not by the Customer but by a third party, the bank may require confirmation from the Customer or from a representative of the Customer before it makes payment. Where cash cheques are presented by employees or other known agents of the Customer, the following steps will be taken :-
        1.  The employee or agent will be identified beforehand in a manner acceptable to the bank and
        2. A limit on such drawings will be agreed in writing with the bank and until such limit is agreed, no drawings shall be allowed under this subsection of the clause.
    3. Where the Customer requests that payment be made under (part 2) above, the customer shall indemnify the bank in respect of all payments made to the presenter of the cheque whether or not the money is received by the Customer and whether or not the order for payment is in fact the order of the Customer.

20. Honouring of cheques

The bank shall not be liable in any way to the Customer for having honored, even negligently, any cheque the signature or content of which has been forged if:

  1. The Customer has facilitated such forgery either by failure to comply with any of the conditions contained in clause (18 above) hereof or by negligence in any other way or;
  2. Where there has been a previous forgery of any cheque of the Customer without the customer having objected to the first statement of accounts which debited such cheques as provided by clause 8 hereof or;
  3. The forgery has been perpetrated by an employee, servant, agent, contractor or person’s known to the Customer.

 21. Validity of documents

The bank shall not be responsible for the authenticity, validity, regularity or value of documents including but not limited to bills of landing, delivery orders, consignments, documents, receipts, warrants and insurance policies. If by virtue of bills of exchange, cheques or other instruments drawn on foreign countries, resources have been exercised against the bank within the prescribed time in these countries, the loss or damage eventually resulting therefrom shall be borne by the holder of the account who remitted the instruments to the bank.

22. Holdings and credit in foreign currency

Subject to all laws and Government regulations applicable: – The bank will credit the counter value of the Customers holdings in foreign currencies to accounts with its correspondence in various countries of origin. Such accounts are in the bank’s name but at the Customer’s risk and the Customer shall accept responsibility for any ensuing consequences, including but not limited to consequences of legal, fiscal or other measures affecting the accounts. Except in the case of an assignments by the Customer to the bank, the Customer may request for cheques or transfers in the original currencies at the bank’s option. All credits granted in foreign currencies are also subject to this clause.

23. Accounts in foreign currencies

Where an account is opened in a foreign currency, any demand on the bank for payment from such account is properly met by the bank by issuing a draft or effecting a transfer or making payment in any other manner subject to all laws and Government regulations.

24. Communications

All communications from the bank to the Customer will be sent to the last address given by the Customer and the date of the bank’s copy of any communication shall be taken to be the date of such dispatch in the absence of proof to the contrary. Any written communication from the bank to the Customer, including but not limited to any notice given pursuant to these terms and conditions shall be deemed to have been received by the Customer, if delivered to them at the date and time of delivery and if sent by post, it shall be sufficient to prove that the letter containing the communication was properly stamped and addressed.

The bank shall have no responsibility or liability for any losses incurred by the Customer as a result of any delays, misunderstanding, mutilations, duplications or any other irregularities due to transmission of any communication, whether to or from the Customer, the bank or any third party either by delivery, post, telegraph, telephone, telex or by any other means of communication.The bank shall be relieved of all liability arising out of loss or non-receipt of any statement, voucher or notice mailed or held as herein authorized.

25. Minimum balances

Minimum balance requirements shall be determined by the Bank from time to time.

26. Amendments

Any additions or alteration to these General terms and conditions may be made from time to time by the bank without reference to the Customer as fully as if the same were contained in these general terms and conditions.

27. Assignment, Government law, submission to jurisdiction, etc;

  1. This contract shall not be assigned without the bank’s consent unless the assignee agrees in writing with the bank to be bound by all the general terms and condition of this contract.
  2. The performance of this contract by the bank and the bank’s obligation to deliver the services mentioned herein shall be subject to all laws, regulations, decrees administrative rules and orders of the Republic of Kenya and the Central Bank of Kenya now or hereafter affecting the same.
  3. The Customer hereby agrees to indemnify the bank from any loss which the bank may incur with regard to this contract by reason of any such laws, decrees, administrative rules or orders. The parties hereby submit to the exclusive jurisdiction of the courts of Kenya.
  4. Interest on deposits will be paid less applicable taxes, unless exempted. In the event of the Customer’s failure to perform this contract, the Customer undertakes to indemnify the bank for any losses incurred by the bank based on prevailing market rates for the purchase or sale or the amount contracted and as determined by and in the sole discretion of the bank in the absence of material manifest error. The bank shall in addition to any other right hereby be authorized to set-off any of the Customers accounts at any of the bank’s branches. The bank shall not be liable in the event of delayed or omitted delivery of funds due to events beyond its control, i.e God’s acts or for the unavailability of the funds credited to the Customer’s accounts due to restrictions on convertibility, transferability, requisitions, involuntary transfers, acts of war, civil strife or other similar causes beyond its control, in which circumstances no other branch, subsidiary or affiliate of Sidian Bank Limited shall be responsible thereof.

28. Partnership Accounts

Firms having partnership accounts with the bank agree that upon the demise of any partner, the bank may treat the surviving or continuing partner(s) and/or the legal representative and/or the trustee of the deceased partner’s estate, for the time being as having full power to carry on the business of the firm and to deal with its assets as freely as if there had been no change in the firm. The authority which a firm gives to the bank for the holding of a partnership account shall remain in force until revoked, notwithstanding any change in the name of the firm; notwithstanding any change in the constitution of the partnership, the partnership will give the bank a new mandate.

The partners authorize the bank to make advances of any kind or type, to discount bills and promissory notes to the partnership with or without security requested by the partners for the time being made in accordance to the mandate given to the bank. The Partners authorize the bank to accept by way of pledge or deposits as security or for safe custody anything belonging to the partnership on the instructions of the partners for the time being made in accordance with the mandate then in force and to deliver up on the said instructions anything so held on behalf of the partnership.

29. Group Accounts

The account holders authorize the bank to honour instructions issued on behalf of the Group by the signatories appointed in accordance with the minutes of the Groups meetings given to the bank. The individual members hereby authorize the bank to open accounts in their individual names under the Group notwithstanding that these accounts will be controlled by the Group in the Group practices & agreements. Each individual member authorises the bank to accept instructions of the officials currently in office regarding transfer, application, set-off, withdrawals and payment out of funds or dealings of any type including closure, forfeiture, whether those accounts be loan accounts, savings, or deposit provided they are Group Accounts.

 30. Fixed Deposit Accounts

 TERM DEPOSITS

The bank may at its discretion, allow premature withdrawal of deposits. The customer accepts that:

  1. The Term Deposit account will not attract interest after the maturity date or if the funds held in the fixed account are recalled before the expiry date.
  2. The customer shall provide the bank with clear instructions on disposal of the funds at least seven days prior to account maturity date.
CALL DEPOSITS

Customers will give a notice in writing for his/her wish to uplift the deposit.

Terms And Conditions For Sidian Bank’s Mobile Banking Service

3.1. Introduction These terms and conditions shall apply to any account with the bank and contain the rights and obligations of the Bank and the customer in relation to the use of this service.

3.2. The service

          1. The bank will provide mobile banking services (“the service”) to you through the mobile phone registered with a mobile service provider with which the bank has entered into agreement with for the provision for you to access the service.
          2. The service is only available to bank account holders. The bank, however reserves the right to accept or decline any application for the service at its sole discretion.
            1. The service is however not available to Premium Savings Account and any business/joint account except where signing instructions are any to sign.
          3. The service will only be provided through the mobile service provider(s) which, the bank at its sole discretion may determine from time to time.
          4. The processing of the customers application and subsequent registration for the service will be done within 24 hours (1 working day(s)) of submitting your application.
          5. It is the customer’s sole responsibility to familiarize his/herself with the operating procedure for the service as will be provided by the bank upon your registration to the service. The bank will not be liable for any losses incurred as a result of your errors either of commission and/or omission.
          6. The customer agrees and undertakes to be bound by and to comply with all of the procedures as may be issued by the bank from time to time. The bank shall not be bound by or obliged to take any action on any instructions which do not properly comply with the procedures and the bank may reject such non-compliant instructions.
          7. The bank will provide the customer with a Personal Identification Number (PIN) for use with this service. The customer must exercise all due care and attention to ensure that the secrecy of the PIN and shall be solely responsible for its safety. The customer must also take all reasonable care to prevent any unauthorized or fraudulent use of the service. The bank will not be held liable for any losses arising from unauthorized use of your PIN.
          8. The provision of the service is subject to the availability of the mobile telephony connectivity. The bank will not be held liable for non-delivery or delay in delivery or wrongful delivery of the service, as a result of the failure of the mobile telephony connectivity.
          9. The bank shall not be held liable for any disputes that may arise between the customer and a mobile service provider in the use of this service.
          10. This service will only be available to sole account holder of your account(s) or to persons duly appointed in writing with the mandate to singularly operate the specified account(s).
          11. The bank will ensure as far as possible that any information supplied to the customer through the service is accurate. The Bank shall not be liable to any error which results in the provision of inaccurate information.
          12. The service will only be available in geographical regions where the chosen mobile service provider(s) provide(s) mobile telephony connectivity.
          13. The customer undertakes to keep your SIM card and mobile phone safely and must not leave the mobile phone unattended or permit any person access to the mobile phone in such a manner that it may be used to access the mobile Banking-service, whether with or without his/her consent.
          14. The Customer undertakes to notify the Bank immediately of theft or loss of the mobile phone/ SIM card, any unauthorized access to the service discontinuation of the telephony service with the specified mobile service provider. The Bank shall not be held liable for any losses resulting from the loss of the SIM card and /or mobile phone howsoever caused.
          15. p) The Bank reserves the right to enhance the services at any time without notice to the customer. It is your responsibility to keep updated with these enhancements. The Bank will make all reasonable efforts to notify you of any changes or updates.
          16. The Bank reserves the right to charge a fee for the provision of the service and for the use of all or part of the service. Such fess shall be notified to the customer from time to time. The Customer will be liable to pay the Bank for any fees levied for the use of the service, unless the Bank in its sole discretion has waived such fees. By accepting these terms and conditions, the customer provides the Bank with the authority to debit these fees from the account. These charges will be reflected in the normal Bank statement. The Bank reserves the right to terminate this service in the event of failure to pay the fees levied for the provision of the service.
          17. The Bank shall not be held liable for the quality of the service of the mobile service provider and gives no warranty with respect to the quality of service by the mobile service provider.
          18. The Customer shall notify the Bank of any changes in the account number mobile telephone number(s) address and any other information that may affect the ability to access the service. The Bank will not be held liable for sending information to your mobile telephone number as contained in our records at any given time.
          19. The Customer shall bear all risk and consequences of the inability to send or comply with any instruction sent using the service due to errors in transmission of his/her instructions.

TERMS & CONDITIONS FOR THE SIDIAN BANK’S CREDIT CARD

 

          1. DEFINITIONS

In these conditions:

(a) “Agreement” means the agreement between the bank and the Cardholder.

The Terms and Conditions of Use of Sidian Bank Debit/Credit Cards, as varied from time to time.

(b) “ATM” means an Automated Teller machine or Point-of-Sale machine operated by the bank or any other member of Visa.

(c) “Authorised User” means a person nominated under Condition 13 (a) to whom the bank shall have issued a Card.

(d) “Card” means the Sidian Bank Credit Card issued to Cardholder.

(e) “Cardholder” means any person to whom a Card is issued by the bank.

(f ) “Card Account” means any Account maintained by the bank in relation to Card Transaction.

(g) “Card Transaction” means any payment made or cash advance obtained by the use of the Card, the Card number or in any manner authorized by a Cardholder for debit to the Card Account.

(h) “Charges” means any fees or interest charged on the Card Account.

(i) ”Credit Limit” means the maximum debit balance permitted on the Card Account as determined by the bank in its sole

(j) “Due Date” means the date of the statement referred to in Clause 6 (a) or as determined by the bank pursuant to this Agreement.

(k) “Kenya” means the Republic of Kenya.

(I) ‘Minimum Payment’ refers to the minimum amount that the principal cardholder should pay by the due date.

(m) “Principal Cardholder” means any person in whose name a Card Account is maintained pursuant to such person’s application for establishment of a Card Account. Cardholder.

(o) “Product currency” refers to the currency in which clients of a particular product will be billed in.

(p) “Statement” means the monthly statement referred to in Clause 5 (a).

(q) “Supplementary Cardholder” means a person nominated under Condition 13 (a) to whom the bank shall have issued a Card on instruction of the Principal Card Holder discretion and notified to the Principal Cardholder.

(r) “The bank” means Sidian Bank Limited.

 

          1. ACCEPTANCE

Before you sign the application form, please read this Agreement carefully.

(a) By signing the application form you formally agree to the terms of this Agreement and the issuance of the Card and use (of it will be governed by this Agreement).

(b) This agreement binds both the Principal Cardholder and any Supplementary Card holder using the Principal Card Holder’s account, who will be liable for charges as set out in condition 6 & 7.

          1. USE OF THE CARD:

The Card must be signed by the Cardholder immediately on receipt and may only be used:-

(a) By that Cardholder;

(b) Subject to the terms of this Agreement current at the time of use; available by the bank in respect of the use of the Card;

(c) To obtain the facilities and benefits from time to time made available by the bank in respect of the use of the Card;

(d) During the validity period embossed on the Card;

(e) Subject to the right of the bank in its absolute discretion and without prior notice, at any time to withdraw the right to use the Card for, or to refuse any request for authorization of, any particular Card Transaction and to publish any such withdrawal or refusal;

(f ) The Card may be used worldwide for Card Transactions expressed in the currency of the country of purchase. The monthly statement shall be billed in the product currency.

          1. THE CARD ACCOUNT

The bank will debit the Card Account with the amounts of all Card Transactions charges and any other liabilities of the Card holder arising from the use of the Card. The Principal Cardholder will pay to the bank all amounts debited whether or not the Cardholder signs a sale or cash advance voucher.

          1. STATEMENT

(a) The bank shall send monthly statements to the Cardholder, setting out the total debit or credit balance as the case may be on the Card Account as at statement’s date.

(b) Any error or omission relating to such statement of accounts must be directed to the bank by the Card Holder immediately upon receipt thereof. If no such enquiries are made within 21 days from the date of Statement, it shall be deemed accurate and conclusive record of accounts

          1. PAYMENT & INTEREST
          • All amounts charged to the Principal Cardholder’s account are due in full within a specified number of days (the due date) from the Statement date, or as is determined by the bank from time to time. The Principal Cardholder may however choose to pay the Minimum Payment shown on the Statement and revolve the balance to the next month.

(b) If the Principal Cardholder shall repay the whole balance outstanding on a Statement before or by the Due Date, no interest shall be charged on any item appearing on the Statement.

(c) If a Principal Cardholder pays at least the Minimum Amount by the Due Date and chooses to revolve a part or full amount of the Revolved Amount (i.e. outstanding balance minus Minimum Amount), interest will be charged on the full amount of Revolved amount from Transaction Date to Due Date, & on daily outstanding balance of Revolved Amount due from Due Date next to Statement Date at the specified Revolving Credit Interest Rate. For the purposes of interest calculation, payments made by the cardholder will first be offset against the revolving amount, interest, fees, charges and transaction amounts respectively.

(d) If the Principal Card Holder fails to pay at least the Minimum Payment as shown in the Statement by the Due Date, a late payment penalty will be levied on the outstanding Minimum Payment amount on Due date at a specified flat Late Payment Penalty Rate and will be added on the Statement for the subsequent month. This is in addition to the interest payable on outstanding balance calculated as per clause 6 (c) above on outstanding balance.

(e) In case a Card Holder is overdrawn beyond the Credit Limit, an overlimit charge calculated as flat Overlimit Charge Rate on any particular day will be levied and added on the Statement for the current month.

(f) Payment on any account will take effect when received by the bank and credited to the Principal Cardholder’s account. If the payment is made any cheque it will take effect by the respective bank.

(g) A flat handling fee will be charged is a cheque or other remittance is not honoured on first presentation.

(h) The amount of any excess over the Credit Limit, any arrears and any Card Transactions made in breach of this agreement will be immediately payable in full whether or not demanded by the bank.

(i) Non-receipt of the Statement by the Principal Cardholder does not discharge the obligations to pay all the amounts due on the Card Account.

(j) The Principal Cardholder may not be entitled to interest on any credit balance there may be on the Card Account.

(k) The bank will inform the Card Holder at the applicable Credit Period, Minimum Payment, Revolving Credit Interest Rate, Late Payment Interest rate, Overlimit Charge Rate and Handling Fee as described above, at the time of issuance of the Card. Subsequently, the bank reserves the right to revise any of the above at anytime, including the manner in which they are calculated. Any such change will be informed by the bank to the Card Holder on the Statement or such other means as the it shall be enough for the bank to produce a copy of the Statement containing such information or the means by which the change was informed.

          1. CHARGES

The charges payable in respect of the use of the Card which shall be debited by the bank to the Card Account are available in the booklet accompanying the Card. All costs, charges, rates and fees

are subject to change by Sidian Bank from time to time and the most current applicable costs, charges, rates and fees are available from any Bank Branch or Sidian Bank Customer Service. Any failure however by the bank to notify the Card Holder shall not prejudice in any way the recovery by the bank of such fees and charges from the CardHolder.

          1. AUTOMATED TELLER MACHINE

The Cardholder may use the Card together with such Cardholder’s Personal Identification Number(*PIN) to execute a transaction any ATM or terminals designated by the bank. If the Cardholder has selected such PIN, all security procedures as described herein apply to each transaction executed by the Cardholder who must exercise all necessary precautions against loss or theft of the Card or disclosure of the PIN.

          1. WITHDRAWAL OF USE OF THE CARD
          • The bank may at any time cancel or suspend the right to use Any card Entirely or in respect of specific facilities or decline to re-issue, renew or replace any Card, without in any case affecting the principal cardholder’s existing obligations under this Agreement which shall continue in force.

(b) The decision of the bank with respect to suspension (temporary or permanent), withdrawal or limitation of usage including reducing Credit Limit, will be at the bank’s sole discretion.

(c) The Card remains the property of the bank at all times. On request, all or any Card issued for use on the Card Account must be returned immediately to the bank or to any other person acting for the bank. The bank shall notify the Cardholder the particulars of any such other person.

(d) The Principal Cardholder shall be liable for all expenses incurred by the bank in reclaiming a cancelled Card.

          1. TERMINATION

Either party to this Agreement may seek to terminate the same as follows:

          • The Principal Cardholder may terminate this Agreement by written notice to the bank but such termination shall only be the Card Account, and the payment of liabilities of the Principal Cardholder under this Agreement settled in full. Until such termination, the bank may reissue Cards from time to time for use in accordance with this Agreement.
          • Not withstanding any other provision, all indebtedness shall at the bank’s option, and without notice or demand being given, be immediately due and payable and the bank may cancel this Agreement without notice in the event of:
          • The death of any Cardholder;
          • Insolvency of any Cardholder or failure by the Cardholder to pay any indebtedness hereunder or any other obligation of the Cardholder;
          • The institution of Garnishee, criminal proceedings, bankruptcy proceedings, attachment or execution proceedings involving any Cardholder or Authorized User;
          • A breach or default of any provision of this Agreement. The Cardholder shall be liable for all legal fees and expenses incurred by the bank including the advocate’s collection commission
          1. SAFEGUARDING THE CARD

(a) The Cardholder should exercise all care necessary to ensure the safety of the Card and the secrecy of the PIN at all times. The Principal Cardholder shall not disclose the PIN to any unauthorized users.

(b) A Cardholder should never write the PIN on the Card or on anything kept with it.

(c) If the Card is lost, stolen or is for any other reason liable to misuse or the PIN has been disclosed to anyone other than an Authorized User, the Cardholder must immediately notify the;  Sidian Bank Digital Banking Department through telephone number  +254711058000, +254(20) 3906000 or +254 732 158000.

And such notification must be confirmed in writing either by post or fax to the;

Manager, Sidian Bank,

Sidian Bank Limited

(Branch)

P.0 Box 25363 – 00603,

Nairobi, Kenya.

Until the bank receives the formal notification, the Principal cardholder will be liable in respect of any use or loss as a result of unauthorized use of the Card.

(e) The Cardholder will give the bank all the information in the Cardholder’s possession as to the circumstances of the loss, theft or misuse of the Card or disclosure of the PIN and take all steps deemed necessary by the bank to assist in the recovery of the missing Card. In the event of any such loss, theft or misuse being suspected, the bank may provide the police with any information it considers relevant. If a Card is reported as lost, stolen or liable for misuse, that Card must not subsequently be used but must be cut in half and returned immediately to the;

 

Manager, Digital Banking Department,

Sidian Bank Limited,

P.0 Box 25363-00603

Nairobi, Kenya.

or suspend the Card without prior notice and refund of any outstanding balance would be subject to the course of future legal directions.

          1. GENERAL

(a) The bank shall not be liable if it is unable to perform its obligations under this Agreement due (directly or indirectly) to the failure of any machine, data processing system or transmissions link or to industrial dispute, strikes, lock outs, acts of any public enemy, wars, blockades, insurrections, riots, Epidemics, landslides, lighting, earthquakes, fires, storms, flood, civil disturbances, terrorism, governmental regulations and directions, and anything outside the direct control of the bank, its agents or sub-contractors. If the bank is unable to produce or send a statement in respect of the Card Account, the Principal Cardholder’s liability for the late payment charges shall continue for the purpose of calculating such charge, and in establishing the date on which payment is due, the bank may select a date in each calendar month as the statement date. In this instance the bank shall communicate the statement date to the Cardholder.

(b) The bank shall not be liable, responsible or accountable in anyway whatsoever for any loss, injury or damage whatsoever arising from the use of any ATM, and the Principal Cardholder agrees to indemnify the bank against all losses, costs, charges and expenses which the bank may suffer or incur directly or indirectly arising from the use by any Cardholder of an ATM or any breach of this agreement by any Cardholder.

(c) The Principal Cardholder shall immediately, notify the;

 

Manager, Digital Banking Department,

Sidian Bank,

          1. O. Box 25363-00603,

Nairobi, Kenya.

 

in writing on any change of name or address. Any notice or correspondence sent by the bank or its advocates to the cardholder at the address last notified to the bank by the Cardholder shall be deemed duly served.

(d) The use of the Card is subject to the rules and regulations of Visa. Any charges mode by Visa on foreign currency transactions shall be debited to your Card Account. The amount of Card transactions and charge rendered involving foreign currency shall be converted into the product currency at the exchange rate quoted by the bank on the date payment is received and exchange risk is debited to your Card Account. (e) The bank may demand at its discretion any amounts due on the Card Account if there is any breach of the Agreement herein by the Principal Cardholder or any Supplementary Cardholder.

(f) Any other facilities or benefits made available to cardholders as such and not forming part of this Agreement may be withdrawn at any time without notice.

(g) The Cardholder warrants the complete accuracy of the information given upon the application for establishing the Card Account and any subsequent communication with the bank.

(h) The Cardholder hereby gives consent to the bank to make inquiries regarding the credit standing, past credit history with any other credit rating agency or credit issuing institution (including other credit card companies) as the bank deems necessary.

(i) The Cardholder hereby gives consent to the bank to make inquiries regarding the verification of any information that has been provided by the Cardholder in the Sidian Bank International Visa Credit Card Application Form.

(j) The Cardholder hereby gives consent to the bank to provide information regarding the credit standing, past credit history , etc., of the Cardholder in response to queries by any other credit rating agency or credit issuing institution (including other credit card companies), at the bank’s discretion.

(k) The bank may assign its  rights and benefits under this agreement at any time.

(I) This Agreement shall be governed in all respects by the laws of Kenya and the parties submit to the exclusive jurisdiction of the Kenya courts. I have read, understood and accept all the terms and conditions.

 

TERMS AND CONDITIONS FOR USE OF DEBIT CARD

2.1. Use of Card

          1. a) A Card is not transferable and may not be used other than by the Cardholder.
          2. b) A Card remains the property of the Bank and must be returned to the Bank upon

cancellation.

          1. c) A Card may only be used subject to the terms of this agreement current at the time of use.
          2. d) A Card may only be used during the validity period indicated on the Card.
          3. e) The Card may be used worldwide to withdraw cash from the Automated Teller Machines

operated by members of Visa (identified by the logo of ‘VISA’) to purchase goods and services from merchants Equipped with the point of Sale Terminals identified by the logo of ‘VISA’ All such withdrawals and purchases shall be debited from the Customer’s Bank Account at such rate of exchange as may be prescribed by the Bank at the relevant time.

          1. f) In the absence or obvious error, the Bank’s records as to any transaction instructions or

their consequences thereof, shall be conclusive.

          1. g) The Card is neither a credit card, nor a cheque guarantee card and the Cardholder shall not

resent the Card as such.

          1. h) The card must not be used for any unlawful purpose, including the purchase of goods or

services prohibited by local and international law.

2.2. Safeguarding the Card

          1. a) A Cardholder(s) must exercise all due care and attention to ensure the safety of the Card and

the secrecy of the PIN at all times and to prevent the loss of and/or use of his/her Card or PIN by any third party.

          1. b) A Cardholder in a joint account will be fully responsible for ensuring that the Personal Identification Numbers are only known to persons of due authority within the joint account.

Subject to this a Cardholder must not disclose his/her PIN to anyone under any circumstances.

          1. c) If a Card is lost or stolen or if a PIN is disclosed to any unauthorized person, the Cardholder(s)

must immediately notify the Bank of such loss, theft or disclosure. Any oral notification must

be confirmed in writing immediately. The Cardholder(s) must be liable in respect of any

transaction instruction given prior to receipt by the Bank of notification of such loss, theft

or disclosure.

          1. d) The Cardholder will give the Bank all information as to the circumstances of the loss, theft or

misuse of the Card and take all steps deemed necessary by the Bank to assist in the recovery

of a missing card. In the event of such loss, theft or misuse being suspected, the Bank may

provide the police with any information it considers relevant. If a Card is reported as lost,

stolen or liable to misuse, that Card must not subsequently be used but must be returned

immediately to the Bank.

2.3. Fees

The Bank shall be entitled to charge and debit from the Cardholder’s account such fees as it may, from time to time notify the Cardholder(s) including but without limitation a service fee of an amount to be prescribed by the Bank for the use of the Card.

2.4. Additional Cards

A Cardholder wishing to have an additional Card on his/her account must open a joint account and sign mandates authorizing the use of the account by the additional Cardholder who must also sign the same mandates.

2.5. Cancellation of Cards

          1. a) The Cardholder(s) may at any time cancel his/her card by returning it to the Bank.
          2. b) The Bank at any time and without notice can cancel and suspend right to use any card entirely or in respect of specific facilities or refuse to re-issue, renew or replace any Card, without in any case affecting the principal Cardholder(s) obligations under this agreement which shall continue in force.
          3. c) The Card remains the property of the Bank at all times. On request, the Card must be returned immediately to the Bank or any other person acting for the Bank. The Bank shall notify the Card-holder the particulars of any such other persons.

2.6. Replacement of Cards

If a Cardholder loses or damages his/her card the Bank may at its discretion issue a

replacement

card as the Cardholder may require at a cost.

2.7. Liability of Cardholders

          1. a) Subject to condition 2.3 the Cardholder(s) shall be fully liable in respect of each transaction

instructions given by the use of his/her Card. Transaction instruction must be given in such

a way that any confidential information displayed on a terminal is not disclosed to a third

party. The Bank shall not be liable for any disclosure to any third party arising out of a

transaction instruction.

          1. b) The Cardholder should not hold the Bank liable responsible accountable in any way

whatsoever for any loss, injury or damage however arising out of the use of the terminal.

          1. c) The Cardholder must query any transaction instruction he/she considers suspicious within

one month from the date of the statement.

2.8. Bank Account

          1. a) The Cardholder may not overdraw his/her account by giving a transaction instruction.
          2. b) Any account that is non-operational for a period of one year or more, that is a dormant

account, may be denied transactions. The Cardholder should therefore contact his/her branch

for assistance.

c)Except to the extent that these terms and conditions require otherwise, they shall not affect

any other terms and conditions expressed or implied governing the Bank Account.

2.9. Amendment of Conditions

The Bank may vary this Agreement at any time whether or not a similar variation is made to the

agreement(s) with any other Cardholder(s). Subject to the requirements of statute

(if any) notification of any such variation or any other notification to be given by the Bank shall be given to the principal Cardholder by the Bank, either in writing or by publication thereof by such means as the Bank may select and any variation whether notified or not shall be binding on the Cardholder.

 

 

TERMS & CONDITIONS FOR SIDIAN BANK’S INTERNET BANKING

 

CORPORATE IB

 

DEFINITIONS AND INTERPRETATION

In this Agreement, the following definitions shall have the following meanings:

“Account” means any one or more Bank accounts operated by the Customer through which the Customer may access an Electronic Banking Service.

“Agreement” means together:

(i) These General Terms and Conditions including the User Guides or

(ii) Any policy statement or certificate relating to the provision of any Service; or in such other manner as the bank may permit from time to time;

(iii) each application form; and

(iv)any addendum or other supplemental agreement agreed between the bank and a Customer varying the terms of this Agreement.

“Alert” means a customized message sent by the bank to a Customer through a short message service / text (“SMS”) to a Customer’s mobile phone, email, fax or any other mode of electronic communication. Electronic Banking Services offered by the bank;

“Available Balance” means the amount (excluding any unconfirmed credit) in an Account which can be withdrawn by a Customer specified in paragraph 3.1 of this Agreement.

“Bank” means Sidian Bank Limited incorporated in Kenya as a limited liability company under the Companies Act (Cap. 486 of the Laws of Kenya) and includes such Branch or Subsidiaries of the bank as may from time to time be specified by the bank to the Customer. Reference to the “Bank” shall include without limitation reference to the bank’s successors in title and the assigned.

“Banking Day” means a day on which the counters of the Branch /or Subsidiary (as applicable) are open for the transaction of ordinary business.

Branchmeans a branch or branches of the bank which may from time to time be specified by the bank to the Customer;

“Completely Automated Public Turing test to tell Computers and Humans Apart” (CAPTCHA) means a images of language randomly generated text and manipulate the image, so that a humans can decipher, but a computers are unable

“Customer” means the person(s) whose name(s) is/are specified as such in the application form and whose details are as recorded with the bank with respect to the bank account to which the Electronic Banking Services apply.

“Deposit Account” means any Bank account with cleared credit balance.

“Designated Mobile Phone Number“ means the mobile phone number specified in paragraph 4.2 of this Agreement. services retained by the Customer and through whose internet platform/ network the Customer is able to communicate with the bank and utilize the Internet Banking Service which shall be used by the Customer or the Nominated User to receive Alerts and OTP (One Time Password)

“Electronic Access Device” means a computer, telephone, cell phone, smart phone, personal digital assistant or any other electronic device, including any wireless devices, used by a Customer to access any of the provided to the Customer by the bank and which the Customer may with authority from the bank or at the express request of the bank modify from time to time. The password is to be used by the Customer together

“Electronic Banking Service” means any one or more of a range of services offered by the bank through Electronic Channels whereby the bank enables a Customer to obtain banking and other services by use of an Electronic Access Device. Electronic Banking Services include the Mobile Banking Service, the Internet Banking Service and the E-statements facility.

“Electronic Channel” means any electronic system, hardware, software, medium or channel (including telephone, website and facsimile),whether Internet based or not, put in place by the bank to enable the bank’s Customers access and utilise banking and other services provided by the bank through the Electronic Banking Service platform;

“E-statements” means the electronic record prepared by the bank from time to time reflecting the number and nature of transactions being made in and out of the account;

Instructionmeans a request or Instruction issued by a Customer to the bank through an Electronic Access Device and which, when received by the bank, is deemed to have been properly issued by the Customer, and on which the bank is authorised to act. “Internet Banking Service(s)” means the Electronic Banking Service specified in clause 3.1 of this agreement

“Internet Service Provider” means a provider of internet connectivity retained by the Customer and through whose internet platform/ network the Customer is able to communicate with the bank for purposes of utilizing any of the internet Banking Services.

“Log-in Information” means a Username, Password and/or Personal Verification Question and/ or any other information that the Customer must enter to access the Internet Banking Services.

Lossmeans any losses, damages, proceedings, penalties, claims, liabilities, costs (including legal costs) and expenses of any kind

“Mobile Service Provider” means a provider of mobile network services retained by the Customer and through whose telephone network the Customer is able to communicate with the bank for purposes of utilizing any of the Mobile Banking Services.

“Nominated User(s)” means the representative or representatives of the Customer authorised by the Customer to hold and/or change (where applicable) the PIN, User name, Password and/or Personal Verification Question and hence to access and use the Electronic Banking Service on behalf of the Customer.

“One-time password” (OTP) means a password that is valid for only one login session or transaction .Generated by the bank and set via alert message / e-ma il, to a customer/ Nominated User(s) to a pre-designated Mobile Phone Numberor e-mail.

“Password” means a numeric/ alpha numeric secret code initially with a User Name and/or Personal Verification Question to access one or more of the Electronic Banking Services and use of the Password shall enable the bank to authenticate / verify the identity of a Customer when the Customer is accessing an Electronic Banking Service.

“PIN” means the secret four (4) digit code known only to the Customer or Nominated User to be used by the Customer to access one or more of the Electronic Banking Services, particularly the Mobile Banking Services, and through which the bank is able to authenticate / verify the identity of a Customer when the Customer is accessing an Electronic Banking Service.

“Tariff” means the bank’s schedule of costs and charges payable by the Customer to the bank, as published from time to time, for the provision of the bank’s products and services including but not limited to costs and charges levied by the bank for an Electronic Banking Service.

“Third Party” and/or “Third Party Provider” means a party other than the bank or the Customer that is involved in the provision and/or use of the Electronic Banking Services including but not limited to Mobile Service Providers, Internet Service Providers, utility providers, hardware and/or software providers, agents, recipients, etc.

“Username” means a unique combination of numbers and/or letters that are selected by the Customer and/or the bank which identify the Customer and are used by the Customer to access the Internet Banking Service. The User name must be provided together with a Password to enable a Customer access the Internet Banking Service.

“User Guides” means the operating and procedural guides or manuals or technical specifications provided or otherwise made available to a Customer in connection with any Electronic Banking Services including any updates of the same; Available on

https://esidian.sidianbank.co.ke/OmniCorporate/

1.2 In this Agreement:

1.2.1 References to “the Customer” shall, where the context so admits, include the Customer’s, successors in title

1.2.2 Where “the Customer” is more than one person, references to “the Customer” shall include all and/or any of such persons and the obligations of the Customer shall be joint and several;

1.2.3 Words in the singular shall include the plural and vice versa and words importing any gender shall include all other genders;

1.2.4 “Person” shall include a body of persons, corporate or unincorporated;

1.2.5 References to paragraphs and subparagraphs shall mean paragraphs and subparagraphs of this Agreement;

1.2.6 The Customer’s use of the Electronic Banking Service is also governed by the applicable current, savings, term and call and overdraft accounts agreement(s), if any, and the bank’s General Terms and Conditions which the Customer has already signed.

2 ELECTRONIC CHANNELS AND MATERIALS

2.1 The bank may maintain an Electronic Channel to provide the Customer with information about the bank’s services and products, to enable the Customer access the Electronic Banking Services, and to facilitate communication with the bank .

2.2 Any Customer wishing to access an Electronic Banking Service shall be required to fill out and sign an application form for the Electronic Banking Service that the Customer wishes to obtain which form shall be submitted to the bank for acceptance in the bank’s sole discretion

2.3 If the bank formally approves the Customer’s application, the Customer will provide the bank with a unique PIN and/or Password known only to the Customer as well as a Username and Log-in Information, and only then shall the Customer be permitted use of the Electronic Banking Service. The PIN and/or Log-in Information will form a unique link to each specific Customer’s profile(s).

2.4 Further services and products may be added to the Electronic Banking Services platform and profiles for other services from time to time created by the bank. The bank reserves the right to modify, replace and/or withdraw any service and/or profile at any time, without giving reason thereof and without prior notice to the Customer and further without incurring any liability whatsoever to the Customer howsoever arising.

2.5 If the Customer wishes to access an Electronic Banking Service, the Customer will be required to read and accept in writing the terms and conditions of this Agreement and the Customer’s or Nominated User’s subsequent use of the Electronic Banking Services constitutes the Customer’s agreement to all such terms and conditions.

          1. PARTICULARS OF THE INTERNET BankING SERVICE Definition

3.1 The Internet Banking Service is an Electronic Banking Service offered by the bank through its website and accessed by any Customer with an Electronic Access Device capable of accessing the bank’s website through an Internet Service Provider. Identification, Access and Use

3.2 A Customer will be granted access to the Internet Banking Service upon the successful input and upload by a Customer or a Nominated User of the following log-in information to the bank’s website:

          1. a) Username;
          2. b) Password;
          3. c) CAPTCHA and
          4. d) OTP

3.3 Once the identification characteristics outlined in clause 3.2 above are inputted into an Electronic Access Device and received by the bank the identification characteristics shall be deemed to be sufficient proof of identity of the Customer and for this reason, the bank may permit the Customer or a Nominated User to make enquiries or to receive information and correspondingly to execute Instructions placed by the Customer or a Nominated User within the framework and scope of the selected authorisation without making further checks or verifying actual identity of the actual user and without incurring any liability whatsoever to the Customer in relation to such Instructions .

3.4 The bank shall moreover retain the right, at any time and without specifying reasons, to refuse to provide information or to accept Instructions issued via the internet and/or suspend the Internet Banking Services and may insist that the Customer proves their identity by other means including but not limited to use of the original signature or by a personal appearance.

3.5 Instructions issued to the bank by a Customer or a Nominated User through the Internet Banking Service shall be considered to have been drawn up, authorised and sent by Customer, irrespective of restrictions pertaining to the internal relationship between the Customer and a Nominated User. The bank shall consequently properly fulfill its obligations if it obeys the orders which it receives within the framework of the Internet Banking Service on the basis of a correct identity check pursuant to paragraph 3.2 herein.

3.6 The Customer undertakes to unreservedly recognize all the transactions recorded on the Customer’s accounts which shall have been performed by use of the Internet Banking Service using the Customer or Nominated User’s personal identification, in particular without a written order, regardless of whether or not the Instructions to undertake the transactions have been issued by the Customer.

Execution of Instructions

3.7 The Customer may use the Internet Banking Service at all times subject to availability. The execution by the bank of the Instructions given by the Customer or a Nominated User through the Internet Banking Service shall, however, be dependent on whether the same may only be undertaken on normal Banking Days and, further, on the institutions and systems involved in the execution of the Instruction. For example, an Instruction to pay a bill made through the Internet Banking Service may be dependent on the capacity of the third party receiving the payment to accept the same.

3.8 Instructions shall be placed by means of the transmission of corresponding data into an Electronic Access Device. Once an Instruction is received by the bank’s Electronic Channels then it shall only be revoked by the Customer or Nominated User in writing and shall only be possible if the revocation is made before that Instruction has been executed. If the Customer requests the bank to cancel any Instruction after it has been acted upon by the bank, the bank may at its absolute discretion cancel such Instruction but shall have no obligation to do so and the Customer shall be liable for any and all claims made against the bank in respect of any such cancellation and shall keep the bank fully indemnified in respect thereof.

3.9 Unless otherwise stated, confirmation by the bank of receipt of an Instruction issued by the Customer or a Nominated User through the Internet Banking Service shall not serve as confirmation of execution of the Instructions.

3.10 The Customer or a Nominated User must check that all data to be provided in respect of an Instruction by the Customer or Nominated User is complete and accurate before sending the same. Responsibility for the data sent by the Customer or the Nominated User shall at all times remain with the Customer. The risk of misallocation of funds or return brought about by the input of incorrect or incomplete data shall be borne by the Customer. In any event, the bank shall be entitled to accept and to act upon any Instruction, even if that Instruction is otherwise for any reason incomplete or ambiguous if, in its absolute discretion, the bank believes that it is able to correct the incomplete or ambiguous information in the Instruction without reference to the Customer being necessary.

3.11 The bank may decline to accept any Instructions issued through the Internet Banking Service in so far as the authenticity thereof is not sufficiently verified to the satisfaction of the bank.

3.12 Communications and Instructions sent by the Customer to the bank through the Internet Banking Service must not contain any Instructions which are subject to deadlines. In this regard, the bank shall not accept any liability for Instructions which are not executed within any deadline (irrespective of the nature thereof) or losses arising therefrom and the Customer shall indemnify and continue to indemnify and hold the bank harmless against any claims and demands (and all costs and expenses in connection therewith) whatsoever arising therefrom. Internet Risk

3.13 The Customer in particular acknowledges the following risks and shall, to the exclusion of the bank, take such precautions as may be necessary to control and or mitigate the same:

3.13.1 The bank does neither provide unrestricted access to the respective Internet Banking Services nor is it able to assure the unrestricted utilisation thereof. Likewise, the bank does not assure the unrestricted operational readiness or security of the Internet.

3.13.2 Insufficient system knowledge and inadequate security precautions by the Customer or Nominated User may facilitate unauthorised access (e.g. inadequately protected storage of data on the hard disk, data transfers, monitor radiation, etc.). The Customer shall be solely responsible for informing himself and the Nominated User about the necessary security precautions in detail, and for adhering thereto.

3.13.3 There is a latent risk of a third party secretly being able to obtain access to the Electronic Access Device of a Customer while the same is connected to the Internet.

3.13.4 There is always a risk of viruses spreading to the Electronic Access Device of a Customer as a result of the use of the Internet, networks or electronic data carriers. So-called virus scanners (anti-viruses) may be able to help the security precautions of the Customer, and the deployment thereof is strongly recommended by the bank.

3.13.5 The use of unlicensed software or software from untrustworthy sources increases risks and it is therefore important that the Customer works only with licensed software obtained from trustworthy sources.

          1. TRANSACTIONS CAPABLE OF BEING CARRIED OUT THROUGH ELECTRONIC BANKING SERVICE

4.1 Depending on the Electronic Banking Service subscription applied for by the Customer and approved by the bank, the services provided and/ or the transactions that a Customer or Nominated User is able to perform may vary.

4.2 The bank may offer the Electronic Banking Services features and/or functionalities either individually or collectively as a bundle or as specifically advised by the Customer in the application form and shall publish tariffs for the various Electronic Banking Services so offered to the Customer. In this regard, the Customer may subscribe for specific services and/or transaction types and the Customer’s profile shall be customised to allow performance of only those services subscribed for.

4.3 The bank shall retain the right to at its sole discretion to add to, modify, remove and/or suspend any features and/ or functionalities of any Electronic Banking Service extended to the Customer and, where such features and/or functionalities are offered collectively as a bundle, the bank reserves the right to modify the bundled service or move the Customer from one bundle to another or from one Tariff to another without giving reasons therefor or incurring any liability whatsoever to the Customer in connection therewith.

          1. LIMITS ON THE ELECTRONIC BANKING SERVICE TRANSACTIONS

5.1 The Customer may use an applicable subscribed Electronic Banking Service to transfer or effect a payment for any amount as long as the transaction with its associated charges does not cause the available balance in the deposit account to be less than zero unless the Customer has either an overdraft facility for the affected deposit account or a term deposit account pledged with the bank to cover excesses that may arise in the affected deposit account from time to time in which case the Customer agrees and authorises that the two accounts be linked in the bank’s Electronic Channels for that purpose.

5.2 If the Customer has an overdraft facility linked to the payment deposit account, the transfers and/or electronic bill payments using the Electronic Banking Service should not exceed the approved overdraft facility amount.

5.3 Payments authorised by the Customer or Nominated User and made by the bank for and/or through a Third Party Provider, for example cell phone based money transfers, shall be governed by the terms and conditions noted herein and shall be subject to all enabling and supporting agreements for the provision of the third party service with the Third Party Provider that the Customer will be a party to at all times.

          1. SERVICE CHARGES

6.1 The Customer shall pay or procure the payment of the bank’s tariffs, fees and charges (including any cancellation fees or termination charges) for providing the Electronic Banking Services and any software and materials specially provided or licensed by the bank to the Customer at its request in addition to the normal transaction service charges applicable to various transaction types as advised by the bank from time to time and the Customer hereby agrees and authorises the bank

(i) to debit the Customer’s account with the amounts of the transactions effected via any of the Electronic Banking Services; and

(ii) debit the Customer’s account with the amount of any fees applicable to the effected Electronic Banking Service from time to time.

6.2 The Customer, whenever applicable, shall pay any tax chargeable upon any sums payable by the Customer to the bank and also any other charges or duties levied on the Customer or the bank by any governmental or statutory body relating to the provision of the Electronic Banking Service and authorises the bank to debit the Customer’s account with the amounts thereof .

6.3 The bank is hereby irrevocably authorised from time to time to debit any amounts payable by the Customer under the provisions of subparagraphs 6.1 and/or 6.2 against any account in any currency maintained by the bank, the Branch and/or the bank subsidiaries (as applicable) in the name of the Customer. In addition to the fees payable under this Agreement, the charges and fees applicable to the Customer’s Accounts shall apply.

          1. TERMS APPLICABLE TO ALL INSTRUCTIONS ISSUED FOR THE TRANSACTIONS CARRIED OUT ON THE ELECTRONIC BANKING SERVICE PLATFORM

7.1 For the purposes of carrying out any Instruction authorized by the customer to the bank (or purportedly from the customer) to effect a transaction, the Customer:

7.1.1 Authorises the bank to, where necessary, transmit payment Instructions on the Customer’s behalf and to act for these purposes as an instructing financial institution. The Customer acknowledges that the bank will be acting as the Customer’s agent for the purpose of transmitting or procuring the transmission of any such Instructions and that any bank or third party being the recipient of any such Instructions shall be authorised and entitled to act upon them as if they had been given directly by the Customer to such recipient, and

7.1.2 Agrees to authorise any relevant Third Party to provide account and other information to the bank.

7.2 The Customer agrees with the bank that:

7.2.1 The bank is authorised to record all telephone conversations made between the bank and the Customer or Nominated User in writing or by tape/digitally or other means as the bank may determine;

7.2.2 where any Instruction is given by fax, email, or SMS followed by delivery of the original Instruction, the fact that the same had been given by fax, email or SMS and the date of the facsimile shall be annotated on the original copy (where possible). In the absence of such annotation, the Customer agrees that the bank shall not be liable for any consequences including (without limitation), in the case of payment Instructions, any losses arising from any duplication of payment or fund transfer, and

7.2.3 as between the bank and the Customer, and in the absence of manifest error, the bank’s records (whether in paper, electronic, data or other form) of each Instruction or other communication with the Customer shall be prima facie evidence in absence of proof to the contrary of the fact of receipt or non-receipt of such Instruction or communication and of the contents of an Instruction or communication.

7.3 In the event of any conflict between any terms of any request from the Customer and the terms of this Agreement, the terms of this Agreement shall prevail.

7.4 The bank shall not be obliged to accept or to act upon any Instruction if to do so would require access to, action by, or information from the Branch, or any subsidiary or the bank located in any jurisdiction where it is not a Banking Day at the relevant time when such access, action or information is required or would cause a breach of any existing mandate facility limit or agreement between the bank, the Branch and/or any subsidiary of the bank (as applicable) and the Customer. In the event that the bank does accept or act upon any such Instruction, the Customer shall remain liable thereof.

          1. CUSTOMER’S RESPONSIBILITIES

8.1 The Customer shall at his/its own expense provide and maintain in a safe and efficient operating order such Electronic Access Devices and other hardware, software and facilities (including access to any public telecommunications systems), and any communications network  (hereinafter collectively referred to as “the Facilities”) necessary for the purpose of accessing the Electronic Channel and/or the Electronic Banking Services.

8.2The Customer shall be responsible for ensuring proper performance of the Facilities including any losses or delays that may be caused by a Third Party Provider supplying the Customer with any of the Facilities. The bank shall neither be responsible for any errors or failures caused by any malfunction of the Facilities nor shall the bank be responsible for any virus or related problems  that may be associated with the use of the Customer’s Electronic Access Device.

8.3 The Customer shall be responsible for charges due to any Third Party Provider providing the Customer with any of the Facilities, for example connection to the internet, and the bank shall not be responsible for losses or delays caused by any such Third Party Provider.

8.4 The Customer and/or Nominated User shall abide with any applicable laws, rules and regulations necessary to have access to and use of the Electronic Banking Services and shall ensure that all persons the Customer allows to have access to the Facilities shall comply with all laws and regulations applicable to the use of the Electronic Banking Services and follow all Instructions, procedures and terms contained in this Agreement and any document provided by the bank concerning the use of the Electronic Banking Services.

8.5 The Customer and/or Nominated User shall prevent any unauthorized access to or use of the Electronic Banking Services by way of keeping their Password, PIN and/or Log-in Information a secret at all times. The Customers shall ensure that the Password, PIN and/or Log-in Information does not become known or come into the possession of any unauthorised person.

8.6 The Customer and/or Nominated User shall take all reasonable precautions to detect any unauthorised use of the Customer or Nominated User’s Electronic Access Device and/or the Customer’s Electronic Banking Services. To that end, the Customer shall ensure that all communications from the bank are examined and checked by or on behalf of the Customer as soon as practicable after receipt by the Customer in such a way that any unauthorised use of and access to the Customer and/or Nominated User’s Electronic Access Device and/or Electronic Banking Services will be detected.

8.7. The Customer and/or Nominated User shall immediately inform the bank by telephone with a written confirmation sent the same day in the event that:

8.7.1 The Customer and/or Nominated User has reason to believe that their Password, PIN and/or Log-in Information is or may be known to any person not authorised to know the same and/or has been compromised; and/or

8.7.2The Customer and/or Nominated User has reason to believe that unauthorised use of the Electronic Banking Services has or may have occurred or could occur and/or a transaction may have been fraudulently input or compromised.

8.8 The Customer and/or Nominated User shall not send or attempt to send any Instruction to the bank through their Electronic Access Device if the Customer or Nominated User has reason to believe that for any reason such Instruction may not be received by the bank or may not be received accurately and intelligibly.

8.9 The Customer and/or Nominated User shall at all times follow the security procedures notified to the Customer by the bank from time to time or such other procedures as may be applicable to the Electronic Banking Services from time to time; The Customer acknowledges that any failure on the part of the Customer and/or Nominated User to follow the recommended security procedures may result in a breach of the Customer’s profile confidentiality and may lead to unauthorized transactions in accounts linked to the Customer’s Electronic Banking Service subscription with the bank. In particular, the Customer shall ensure that the Electronic Banking Services are not used and/or Instructions are not issued and/ or the relevant functions are not performed by anyone other than a person authorised to do so.

8.10 The Customer and/or Nominated User shall not at any time Operate and/or use the Electronic Banking Services in any manner that may be prejudicial to the bank.

8.11 The Customer shall be responsible for the Customer and/or Nominated User’s acts and omissions in the use of the Electronic Banking Service and the bank shall not be responsible for any direct or indirect loss that arises there from.

8.12 The Customer shall keep the bank indemnified against any Loss whatsoever howsoever and whens o ever arising from any breach by the Customer or Nominated User of this clause 8

          1. EXCLUSION OF LIABILITY

9.1 The bank will not be responsible or liable for:

9.1.1 any indirect or consequential losses or economic loss or loss of profit or business incurred by the Customer in connection with use of the Electronic Banking Services notwithstanding the bank’s awareness of the possibility or  likelihood of the Customer incurring the same;

9.1.2 any loss in connection with any unforeseeable acts or omissions or neglect acts on the part of Third Parties or any Third Party Providers retained by the bank;

9.1.3 any losses arising in connection with the bank acting upon Instructions sent by the Customer and/or Nominated User or by reason of the bank failing or refusing to so act if, acting in good faith, in the bank’s opinion there is or are reasonable ground(s) for such failure or refusal (other than as caused by gross negligence or willful default on the part of the bank);

9.1.4 any loss suffered by the Customer where the Electronic Banking Services are interfered with or are unavailable by reason of

(a) any industrial action,

(b) the failure of any of the Customer’s own Facilities, or

(c) any other circumstances whatsoever not reasonably within the bank’s control including, without limitation, force majeure or error, interruption, delay or non-availability of the Electronic Channels, terrorist or any enemy action, equipment failure, loss of power, adverse weather or atmospheric conditions, and failure of any public or private telecommunications system;

9.1.5 any losses caused as a result of or in connection with any laws or regulations of countries where transactions are settled or cleared and/or any exchange control restrictions or other governmental regulations (for example anti money laundering regulations )which are imposed from time to time unless caused by the bank’s breach of such laws and regulations;

9.1.6 any losses suffered by the Customer by reason of:

9.1.6.1 the shut-down or delay in the availability of a Customer’s Mobile Service Provider, Internet Service Provider or other Third Party Provider;

9.1.6.2 any viruses, trojan horses, Mobile phone cloning , worms, logic software, Key logger software , Hi-jacking APP other bombs or other similar programs or routines (including hacking) affecting any Website, Electronic Channels, the Customer’s own Facilities; or

9.1.6.3 incomplete messaging or sending of Instructions;

9.1.7 any damages or losses arising from unauthorised access to any Electronic Banking Service by a third party using the Customer’s Password, PIN and/or Log-in Information, unless prior notification from the Customer has been received by the bank stating that no further access to the relevant Service shall be granted to any person, using such PIN and/or Log-in Information which notification shall have effect either from the date of receipt of such notification or such later date as may be specified in such notification; or

9.1.8 the consequences of any misuse of any Electronic Access Device and/or Electronic Channel by the Customer and/or Nominated User, or the Customer and/or Nominated User’s use of any Electronic Channel Party Provider not approved for and/or related to provision of any of the Electronic Banking Services.

9.1.9 If the request is in contradiction or conflict with other existing account agreements with the customer

9.2 Any other limitation of liability contained in any other agreement between the Customer and the bank, law, rules and/or regulations shall be in addition to and shall not derogate from the above. Without prejudice to clause

9.3 Without prejudice to clause 9.1 above, the bank’s maximum aggregate liability to a Customer for any claim arising from or in connection with use of any of the Electronic Banking Services shall be limited to the aggregate amount of service charges or Tariffs paid by the Customer for the relevant Electronic Banking Services in the three months preceding such claim.

9.4 The Customer hereby acknowledges and agrees that whilst the bank will use all reasonable endeavours to ensure that all financial information available through the Electronic Banking Service platform is accurate when initially made available, the bank shall not be liable for any loss incurred or damage suffered by the Customer and/or Nominated User by reason or in consequence of the Customer and/or Nominated User’s use of financial information which is not up to date.

9.5 If for any reason other than a reason mentioned in subparagraph 9.1.4 the Service is interfered with or unavailable, the bank’s sole liability under this Agreement in respect thereof shall be to re-establish the applicable Electronic Banking Service as soon as reasonably practicable or, at the bank’s option, to provide to the Customer alternative banking facilities which need not be electronic facilities.

9.6 The bank shall not be liable to the Customer for any interference with or unavailability of the Electronic Banking Services, howsoever caused.

9.7 Save as otherwise provided in this Agreement, all terms, conditions and warranties express implied by law regarding the quality or fitness for purpose or otherwise of the Electronic Banking Services are excluded to the fullest extent permitted by applicable law.

          1. INDEMNITY

10.1 The Customer shall indemnify and keep the bank indemnified against:

10.1.1 any Loss incurred or to be incurred by the bank in respect of any claims against the bank for recompense for loss caused by (a), (b) and/or (c) of subparagraph 9.1.4 where the particular circumstance is within the Customer’s control; and

10.1.2 any Loss incurred or which may be incurred by the bank as a consequence of any breach by the Customer of the terms of this Agreement

10.2 The Customer shall indemnify and keep the bank indemnified against Loss incurred or to be incurred by the Customer relating to or in connection with the Electronic Banking Services, whether directly or indirectly, unless Loss arose as a direct consequence of the gross negligence or willful misconduct of the bank, its employees or its Third Party Providers.

10.3 The Customer shall indemnify and keep the bank indemnified against the following:-

10.3.1 any Loss which Incurred the bank or which it may suffer or incur arising from its acting or not acting on any Instruction or arising from the malfunction or failure or unavailability of any Electronic Channel’s hardware, software, or equipment, the loss or destruction of any data, power failures, corruption of storage media, natural phenomena, riots, acts of vandalism, sabotage, terrorism or any other event beyond the bank’s control, interruption or distortion of communication links or arising from reliance on any person or Third Party Provider or any incorrect, illegible, incomplete or inaccurate information or data contained in any Instruction received by the bank.

10.3.2 any Loss that may arise from the Customer’s use, misuse, abuse or possession of any third party software, including without limitation, any operating system, browser software or any other software packages or programs.

10.3 The Customer shall indemnify and keep the bank indemnified against the following:-

10.3.1 any Loss which Incurred the bank or which it may suffer or incur arising from its acting or not acting on any Instruction or arising from the malfunction or failure or unavailability of any Electronic Channel’s hardware, software, or equipment, the loss or destruction of any data, power failures, corruption of storage media, natural phenomena, riots, acts of vandalism, sabotage, terrorism or any other event beyond the bank’s control, interruption or distortion of communication links or arising from reliance on any person or Third Party Provider or any incorrect, illegible, incomplete or inaccurate information or data contained in any Instruction received by the bank.

10.3.2 any Loss that may arise from the Customer’s use, misuse, abuse or possession of any third party software, including without limitation, any operating system, browser software or any other software packages or programs.

10.3.3 Any unauthorized access to the Customer’s accounts or any breach of security or any destruction or accessing of the Customer’s data or any destruction or theft of or damage to any of the Customer’s Facilities.

10.3.4 any Loss occasioned by the failure by the Customer to adhere to any terms and conditions applicable to the Electronic Banking Services and/or by supplying of incorrect information or loss or damage occasioned by the failure or unavailability of a Third Party Provider’s facilities or systems or the inability of a third party or Third Party Provider to process a transaction.

11 AMENDMENTS

11.1 The bank may at any time amend, vary and/or change the terms and conditions stipulated in this Agreement or the Electronic Banking Services package from time to time offered/ available to the Customer.

11.2 If the amendment, variation and/or change adversely affect the Customer, the bank will give the Customer notice through an Alert, letter, prominently displayed notices in the banking hall or other mode of communication prior to the effective date of the amendment, variation and/or change.

12 TERMINATION

12.1 Notwithstanding anything contained in this Agreement, the same may be terminated at any time by either party giving the other one calendar month’s prior notice, PROVIDED that in the event of any change in any law or the application thereof, or any other event which, in the judgment of the bank, would have the effect of prejudicing the bank should it continue with the rendering of the Electronic Banking Customer, the bank shall be entitled to terminate this Agreement at any time without prior notice to the Customer.

12.2 If the Customer terminates this Agreement for provision of the Electronic Banking Services, the bank may continue to effect Instructions until such time as the bank will have had a reasonable opportunity to act on the Customer’s notice of termination.

12.3 The termination of this Agreement shall not, in itself, terminate or affect the relationship of Banker and Customer between the bank and the Customer.

12.4 Paragraphs 10, 11, 15 and 17 shall survive the termination of this Agreement.

13 GENERAL PROVISIONS

13.1 The Customer shall not assign the benefit of this Agreement or any rights arising hereunder without consent of the bank.

13.2 No waiver by the bank of any breach by the Customer of any of the terms of this Agreement shall be effective unless it is an express waiver in writing of such breach. No waiver of any such breach shall waive any subsequent breach by the Customer.

13.3 It is hereby acknowledged:

13.3.1 that the Customer has not relied upon any representation, warranty, promise, statement of opinion or other inducement made or given by or on behalf of or purportedly by or on behalf of the bank in deciding to enter into this Agreement; and

13.3.2 that no person has or has had authority on behalf of the bank whether before, on or after the signing of this Agreement to make or give any such representation, warranty, promise, statement of opinion or other inducement to the Customer or to enter into any collateral or side agreement of any kind with the Customer in connection with the Electronic Banking Service.

13.4 This Agreement supersedes all prior agreements, arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof. For the avoidance of doubt, nothing herein shall vary, discharge or in any other way affect or prejudice any security granted by the Customer or any third party in favour of the bank in relation to any obligations of the Customer which may arise if any Instruction from the Customer hereunder is acted upon by the bank.

13.5 Any notice required to be given under this Agreement shall be in writing and sufficiently served if sent by registered post,

stamped and properly addressed:

13.5.1 if to the bank, to the manager of the Branch or to the bank at the address of the Branch at which the Customer’s Account is held; or

13.5.2 If to the Customer, at the address given by the Customer in the application form and shall be deemed to have been served five banking days after posting.

13.6 The Customer hereby undertakes to the bank to make the Nominated User aware of the Nominated User’s obligations under this Agreement and to take all such steps as shall from time to time be necessary to ensure compliance by the Nominated User with the provisions of this Agreement.

13.7 The bank shall not be liable to the Customer for loss arising from or in connection with any representations agreements statements or undertakings made prior to the date of execution of this Agreement other than those representations agreements statements and undertakings confirmed by a duly authorized representative of the bank in writing or expressly incorporated or referred to in this Agreement.

13.8 If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.

          1. CONFIDENTIALITY AND DISCLOSURE

14.1 The Customer shall maintain and shall procure that the Nominated User shall maintain the confidentiality of the PIN, Log-in Information and any other information and materials of any nature supplied to the Customer by the bank in relation to the Service. The Customer shall be fully liable to indemnify the bank for any Loss incurred as a result of breach of the provisions of this paragraph.

14.2 The Customer hereby authorizes the bank to collect, retain and use personal information about the Customer for certain purposes as detailed in the bank’s data protection and privacy policies or as may from time to time be required by law.

14.3 The Customer authorizes the bank to disclose any information (including any personal data) regarding the Customer and the status of the Customer’s accounts (including deposit accounts) with the bank obtained under this Agreement to:

14.3.1 Any office/branch/division of the bank;

14.3.2 any Third Party Provider, service provider or professional adviser who provides administrative, telecommunications, computer, payment, collections, security, clearing, credit reference or checking, or other services or facilities to the bank in connection with the operation of the bank’s business;

14.3.3 Any person to whom the bank is required to make disclosure to under the requirements of any law, regulation or practice or court order;

14.3.4 Any financial institution with which the Customer proposes to have any dealings, And to use such information in connection with the administration and operation of these Services.

15 INTELLECTUAL PROPERTY RIGHTS

15.1 The Customer acknowledges that the intellectual property rights in the Electronic Channels and all associated information and/or documentation (including any amendments or enhancements thereto from time to time) that the bank provides to the Customer through the Electronic Channels or otherwise are vested either in the bank or in other persons from whom the bank has a right to use and to sub-license the Electronic Channels and/ or the said information and/or documentation. The Customer shall not infringe any such intellectual property rights.

15.2 The Customer and/or Nominated User shall not duplicate, reproduce or in any way tamper with the bank’s Electronic Channels and associated information or documentation without the prior written consent of the bank.

15.3 In respect of third-party software used by the Customer and not otherwise supplied by the bank , the bank is not a party to any license agreement entered into by the Customer and the licensor and thus makes no warranties or representations relating to such software, including, without limitation, warranties or representations relating to its suitability for a particular purpose, security features or performance. The Customer acknowledges that the use of such software shall be at the Customer’s own risk.

15.4 The Customer acknowledges and understands that the utilization of such third-party software may be illegal and/or may infringe upon certain third-party intellectual property rights. The Customer understands that, in the use of any third-party software not expressly supplied by the bank, it shall at all times be incumbent upon the Customer to ascertain the legality of such use and to obtain all necessary licenses and permissions from the relevant parties.

          1. GOVERNING LAW

16.1 This Agreement shall be governed by and shall be construed according to the Laws of the Republic of Kenya.

16.2 The parties hereby irrevocably submit to the jurisdiction of the Courts of Kenya, but the bank shall be at liberty to enforce anywhere a Judgment in any jurisdiction where the Customer carries on business or has any asset.

          1. INTENTION TO BE BOUND AND INDEPENDENT LEGAL ADVICE

17.1 The Customer has executed these Terms and Conditions with the intention to be legally bound by the contents herein.

17.2 The Customer hereby agrees and confirms that they have read an understood these Terms and Conditions and have sought and obtained independent legal and financial advice regarding the legal, tax, financial or other implication arising under these Terms and Conditions.

 

RETAIL INTERNET BANKING

 

          1. DEFINITIONS AND INTERPRETATION

In this Agreement, the following definitions shall have the following meanings:

“Account” means any one or more Bank accounts operated by the Customer through which the Customer may access an Electronic Banking Service.

“Agreement” means together:

(i) These General Terms and Conditions including the User Guides or

(ii) Any policy statement or certificate relating to the provision of any Service; or in such other manner as the bank may permit from time to time;

(iii) each application form; and

(iv)any addendum or other supplemental agreement agreed between the Bank and a Customer varying the terms of this Agreement.

“Alert” means a customized message sent by the Bank to a Customer through a short message service / text (“SMS”) to a Customer’s mobile phone, email, fax or any other mode of electronic communication. Electronic Banking Services offered by the Bank;

“Available Balance” means the amount (excluding any unconfirmed credit) in an Account which can be withdrawn by a Customer specified in paragraph 3.1 of this Agreement.

“Bank” means Sidian Bank Limited incorporated in Kenya as a limited liability company under the Companies Act (Cap. 486 of the Laws of Kenya) and includes such Branch or Subsidiaries of the Bank as may from time to time be specified by the Bank to the Customer. Reference to the “Bank” shall include without limitation reference to the Bank’s successors in title and the assigned.

“Banking Day” means a day on which the counters of the Branch /or Subsidiary (as applicable) are open for the transaction of ordinary business.

Branchmeans a branch or branches of the Bank which may from time to time be specified by the Bank to the Customer;

“Completely Automated Public Turing test to tell Computers and Humans Apart” (CAPTCHA) means a images of language randomly generated text and manipulate the image, so that a humans can decipher, but a computers are unable “Customer” means the person(s) whose name(s) is/are specified

as such in the application form and whose details are as recorded with the Bank with respect to the Bank account to which the Electronic Banking Services apply.

“Deposit Account” means any Bank account with cleared credit balance.

“Designated Mobile Phone Number“ means the mobile phone number specified in paragraph 4.2 of this Agreement. services retained by the Customer and through whose internet platform/ network the Customer is able to communicate with the Bank and utilize the Internet Banking Service which shall be used by the Customer or the Nominated User to receive Alerts and OTP (One Time Password)

“Electronic Access Device” means a computer, telephone, cell phone, smart phone, personal digital assistant or any other electronic device, including any wireless devices, used by a Customer to access any of the provided to the Customer by the Bank and which the Customer may with authority from the Bank or at the express request of the Bank modify from time to time. The password is to be used by the Customer together

“Electronic Banking Service” means any one or more of a range of services offered by the Bank through Electronic Channels whereby the Bank enables a Customer to obtain banking and other services by use of an Electronic Access Device. Electronic Banking Services include the Mobile Banking Service, the Internet Banking Service and the E-statements facility.

“Electronic Channel” means any electronic system, hardware, software, medium or channel (including telephone, website and facsimile),whether Internet based or not, put in place by the Bank to enable the Bank’s Customers access and utilise banking and other services provided by the Bank through the Electronic Banking Service platform;

“E-statements” means the electronic record prepared by the Bank from time to time reflecting the number and nature of transactions being made in and out of the account;

Instructionmeans a request or Instruction issued by a Customer to the Bank through an Electronic Access Device and which, when received by the Bank, is deemed to have been properly issued by the Customer, and on which the Bank is authorised to act.

“Internet Banking Service(s)” means the Electronic Banking Service specified in clause 3.1 of this agreement

“Internet Service Provider” means a provider of internet connectivity retained by the Customer and through whose internet platform/ network the Customer is able to communicate with the Bank for purposes of utilizing any of the internet Banking Services.

“Log-in Information” means a Username, Password and/or Personal Verification Question and/ or any other information that the Customer must enter to access the Internet Banking Services.

Lossmeans any losses, damages, proceedings, penalties, claims, liabilities, costs (including legal costs) and expenses of any kind

“Mobile Service Provider” means a provider of mobile network services retained by the Customer and through whose telephone network the Customer is able to communicate with the Bank for purposes of utilizing any of the Mobile Banking Services.

“Nominated User(s)” means the representative or representatives of the Customer authorised by the Customer to hold and/or change (where applicable) the PIN, User name, Password and/or Personal Verification Question and hence to access and use the Electronic Banking Service on behalf of the Customer.

“One-time password” (OTP) means a password that is valid for only one login session or transaction .Generated by the Bank and sent via text message or e-mail, to a customer/ nominated User(s) to a pre-designated mobile phone number or e-mail.

“Password” means a numeric/ alpha numeric secret code initially with a User Name and/or Personal Verification Question to access one or more of the Electronic Banking Services and use of the Password shall enable the Bank to authenticate / verify the identity of a Customer when the Customer is accessing an Electronic Banking Service.

“PIN” means the secret four (4) digit code known only to the Customer or Nominated User to be used by the Customer to access one or more of the Electronic Banking Services, particularly the Mobile Banking Services, and through which the Bank is able to authenticate / verify the identity of a Customer when the Customer is accessing an Electronic Banking Service.

“Tariff” means the Bank’s schedule of costs and charges payable by the Customer to the Bank, as published from time to time, for the provision of the Bank’s products and services including but not limited to costs and charges levied by the Bank for an Electronic Banking Service.

“Third Party” and/or “Third Party Provider” means a party other than the Bank or the Customer that is involved in the provision and/or use of the Electronic Banking Services including but not limited to Mobile Service Providers, Internet Service Providers, utility providers, hardware and/or software providers, agents, recipients, etc.

“Username” means a unique combination of numbers and/or letters that are selected by the Customer and/or the Bank which identify the Customer and are used by the Customer to access the Internet Banking Service. The User name must be provided together with a Password to enable a Customer access the Internet Banking Service.

“User Guides” means the operating and procedural guides or manuals or technical specifications provided or otherwise made available to a Customer in connection with any Electronic Banking Services including any updates of the same; available on

https://esidian.sidianbank.co.ke/OmniRetail/

1.2 In this Agreement:

 

1.2.1 References to “the Customer” shall, where the context so admits, include the Customer’s, successors in title

1.2.2 Where “the Customer” is more than one person, references to “the Customer” shall include all and/or any of such persons and the obligations of the Customer shall be joint and several;

1.2.3 Words in the singular shall include the plural and vice versa and words importing any gender shall include all other genders;

1.2.5 References to paragraphs and subparagraphs shall mean paragraphs and subparagraphs of this Agreement;

1.2.6 The Customer’s use of the Electronic Banking Service is also governed by the applicable current, savings, term and call and overdraft accounts agreement(s), if any, and the Bank’s General Terms and Conditions which the Customer has already signed.

          1. ELECTRONIC CHANNELS AND MATERIALS

2.1 The Bank may maintain an Electronic Channel to provide the Customer with information about the Bank’s services and products, to enable the Customer access the Electronic Banking Services, and to facilitate communication with the Bank.

2.2 Any Customer wishing to access an Electronic Banking Service shall be required to fill out and sign an application form for the Electronic Banking Service that the Customer wishes to obtain which form shall be submitted to the Bank for acceptance in the Bank’s sole discretion

2.3 If the Bank formally approves the Customer’s application, the Customer will provide the Bank with a unique PIN and/or Password known only to the Customer as well as a Username and Log-in Information, and only then shall the Customer be permitted use of

the Electronic Banking Service. The PIN and/or Log-in Information will form a unique link to each specific Customer’s profile(s).

2.4 Further services and products may be added to the Electronic Banking Services platform and profiles for other services from time to time created by the Bank. The Bank reserves the right to modify, replace and/or withdraw any service and/or profile at any time, without giving reason thereof and without prior notice to the Customer and further without incurring any liability whatsoever to the Customer howsoever arising.

2.5 If the Customer wishes to access an Electronic Banking Service, the Customer will be required to read and accept in writing the terms and conditions of this Agreement and the Customer’s or Nominated User’s subsequent use of the Electronic Banking Services constitutes the Customer’s agreement to all such terms and conditions.

          1. PARTICULARS OF THE INTERNET BANKING SERVICE

Definition

3.1 The Internet Banking Service is an Electronic Banking Service offered by the Bank through its website and accessed by any Customer with an Electronic Access Device capable of accessing the Bank’s website through an Internet Service Provider.

Identification, Access and Use

3.2 A Customer will be granted access to the Internet Banking Service upon the successful input and upload by a Customer or a Nominated User of the following log-in information to the Bank’s website:

          1. a) Username;
          2. b) Password; and
          3. c) CAPTCHA
          4. d) OTP

3.3 Once the identification characteristics outlined in clause 3.2 above are inputted into an Electronic Access Device and received by the Bank the identification characteristics shall be deemed to be sufficient proof of identity of the Customer and for this reason, the Bank may permit the Customer or a Nominated User to make enquiries or to receive information and correspondingly to execute Instructions placed by the Customer or a Nominated User

within the framework and scope of the selected authorisation without making further checks or verifying actual identity of the actual user and without incurring any liability whatsoever to the Customer in relation to such Instructions.

3.4 The Bank shall moreover retain the right, at any time and without specifying reasons,

to accept Instructions issued via the internet and/or suspend the Internet Banking Services and may insist that the Customer proves their identity by other means including but not limited to use of the original signature or by a personal appearance.

3.5 Instructions issued to the Bank by a Customer or a Nominated User through the Internet Banking Service shall be considered to have been drawn up, authorised and sent by Customer, irrespective of restrictions pertaining to the internal relationship between the Customer and a Nominated User. The Bank shall consequently properly fulfill its obligations if it obeys the orders which it receives within the framework of the Internet Banking Service on the basis of a correct identity check pursuant to paragraph 3.2 herein.

3.6 The Customer undertakes to unreservedly recognize all the transactions recorded on the Customer’s accounts which shall have been performed by use of the Internet Banking Service using the Customer or Nominated User’s personal identification, in particular without a written order, regardless of whether or not the Instructions to undertake the transactions have been issued by the Customer.

Execution of Instructions

3.7 The Customer may use the Internet Banking Service at all times subject to availability.

The execution by the Bank of the Instructions given by the Customer or a Nominated User through the Internet Banking Service shall, however, be dependent on whether the same may only be undertaken on normal Banking Days and, further, on the institutions and systems involved in the execution of the Instruction. For example, an Instruction to pay a bill made through the Internet Banking Service may be dependent on the capacity of the third party receiving the payment to accept the same.

3.8 Instructions shall be placed by means of the transmission of corresponding data into an Electronic Access Device. Once an Instruction is received by the Bank’s Electronic Channels then it shall only be revoked by the Customer or Nominated User in writing and shall only be possible if the revocation is made before that Instruction has been executed. If the Customer requests the Bank to cancel any Instruction after it has been acted upon by the Bank, the Bank may at its absolute discretion cancel such Instruction but shall have no obligation to do so and the Customer shall be liable for any and all claims made against the Bank in respect of any such cancellation and shall keep the Bank fully indemnified in respect thereof.

3.9 Unless otherwise stated, confirmation by the Bank of receipt of an Instruction issued by the Customer or a Nominated User through the Internet Banking Service shall not serve as confirmation of execution of the Instructions.

3.10 The Customer or a Nominated User must check that all data to be provided in respect of an Instruction by the Customer or Nominated User is complete and accurate before sending the same. Responsibility for the data sent by the Customer or the Nominated User shall at all times remain with the Customer. The risk of misallocation of funds or return brought about by the input of incorrect or incomplete data shall be borne by the Customer.

In any event, the Bank shall be entitled to accept and to act upon any Instruction, even if that Instruction is otherwise for any reason incomplete or ambiguous if, in its absolute believes that it is able to correct the incomplete or ambiguous information in the Instruction without reference to the Customer being necessary.

3.11The Bank may decline to accept any Instructions issued through the Internet Banking Service in so far as the authenticity thereof is not sufficiently verified to the satisfaction of the Bank.

3.12 Communications and Instructions sent by the Customer to the Bank through the Internet Banking Service must not contain any Instructions which are subject to deadlines. In this regard, the Bank shall not accept any liability for Instructions which are not executed within any deadline (irrespective of the nature thereof) or losses arising therefrom and the Customer shall indemnify and continue to indemnify and hold the Bank harmless against any claims and demands (and all costs and expenses in connection therewith) whatsoever arising therefrom.

Internet Risk

3.13 The Customer in particular acknowledges the following risks and shall, to the exclusion of the Bank, take such precautions as may be necessary to control and or mitigate the same:

3.13.1 The Bank does neither provide unrestricted access to the respective Internet Banking Services nor is it able to assure the unrestricted utilisation thereof. Likewise, the Bank does not assure the unrestricted operational readiness or security of the Internet.

3.13.2 Insufficient system knowledge and inadequate security precautions by the Customer or Nominated User may facilitate unauthorised access (e.g. inadequately protected storage of data on the hard disk, data transfers, monitor radiation, etc.). The Customer shall be solely responsible for informing himself and the Nominated User about the necessary security precautions in detail, and for adhering thereto.

3.13.3 There is a latent risk of a third party secretly being able to obtain access to the Electronic Access Device of a Customer while the same is connected to the Internet.

3.13.4 There is always a risk of viruses spreading to the Electronic Access Device of a Customer as a result of the use of the Internet, networks or electronic data carriers. So-called virus scanners (anti-viruses) may be able to help the security precautions of the Customer, and the deployment thereof is strongly recommended by the Bank.

3.13.5 The use of unlicensed software or software from untrustworthy sources increases risks and it is therefore important that the Customer works only with licensed software obtained from trustworthy sources.

          1. TRANSACTIONS CAPABLE OF BEING CARRIED OUT THROUGH ELECTRONIC BANKING SERVICE

4.1 Depending on the Electronic Banking Service subscription applied for by the Customer and approved by the Bank, the services provided and/ or the transactions that a Customer or Nominated User is able to perform may vary.

4.2 The Bank may offer the Electronic Banking Services features and/or functionalities or as specifically advised by the Customer in the application form and shall publish tariffs for the various Electronic Banking Services so offered to the Customer. In this regard, the Customer may subscribe for specific services and/or transaction types and the Customer’s profile shall be customised to allow performance of only those services subscribed for.

4.3 The Bank shall retain the right to at its sole discretion to add to, modify, remove and/or suspend any features and/ or functionalities of any Electronic Banking Service extended to the Customer and, where such features and/or functionalities are offered collectively as a bundle, the Bank reserves the right to modify the bundled service or move the Customer from one bundle to another or from one Tariff to another without giving reasons therefor or incurring any liability whatsoever to the Customer in connection therewith.

          1. LIMITS ON THE ELECTRONIC BANKING SERVICE TRANSACTIONS

5.1 The Customer may use an applicable subscribed Electronic Banking Service to transfer or effect a payment for any amount as long as the transaction with its associated charges does not cause the available balance in the deposit account to be less than zero unless the Customer has either an overdraft facility for the affected deposit account or a term deposit account pledged with the Bank to cover excesses that may arise in the affected deposit account from time to time in which case the Customer agrees and authorises that the two accounts be linked in the Bank’s Electronic Channels for that purpose.

5.2 If the Customer has an overdraft facility linked to the payment deposit account, the transfers and/or electronic bill payments using the Electronic Banking Service should not exceed the approved overdraft facility amount.

5.3 Payments authorised by the Customer or Nominated User and made by the Bank for and/or through a Third Party Provider, for example cell phone based money transfers, shall be governed by the terms and conditions noted herein and shall be subject to all enabling and supporting agreements for the provision of the third party service with the Third Party Provider that the Customer will be a party to at all times.

          1. SERVICE CHARGES

6.1 The Customer shall pay or procure the payment of the Bank’s tariffs, fees and charges (including any cancellation fees or termination charges) for providing the Electronic Banking Services and any software and materials specially provided or licensed by the Bank to the Customer at its request in addition to the normal transaction service charges applicable to various transaction types as advised by the Bank from time to time and the Customer hereby agrees and authorises the Bank (i) to debit the Customer’s account with the amounts of the transactions effected via any of the Electronic Banking Services; and (ii) debit the Customer’s account with the amount of any fees applicable to the effected Electronic Banking Service from time to time.

6.2 The Customer, whenever applicable, shall pay any tax chargeable upon any sums payable by the Customer to the Bank and also any other charges or duties levied on the Customer or the Bank by any governmental or statutory body relating to the provision of the Electronic Banking Service and authorises the Bank to debit the Customer’s account with the amounts thereof.

6.3 The Bank is hereby irrevocably authorised from time to time to debit any amounts payable by the Customer under the provisions of subparagraphs 6.1 and/or 6.2 against any account in any currency maintained by the Bank, the Branch and/or the Bank subsidiaries (as applicable) in the name of the Customer. In addition to the fees payable under this Agreement, the charges and fees applicable to the Customer’s Accounts shall apply.

          1. TERMS APPLICABLE TO ALL INSTRUCTIONS ISSUED FOR THE TRANSACTIONS CARRIED OUT ON THE ELECTRONIC BANKING SERVICE PLATFORM

7.1 For the purposes of carrying out any Instruction authorized by the customer to the bank (or purpotedly from the customer to effect a transaction, the Customer:

7.11 Authorises the Bank to, where necessary, transmit payment Instructions on the Customer’s behalf and to act for these purposes as an instructing financial institution. The Customer acknowledges that the Bank will be acting as the Customer’s agent for the purpose of transmitting or procuring the transmission of any such Instructions and that any bank or third party being the recipient of any such Instructions shall be authorised and entitled to act upon them as if they had been given directly by the Customer to such recipient, and

7.1.2 Agrees to authorise any relevant Third Party to provide account and other information to the Bank.

7.2 The Customer agrees with the Bank that:

7.2.1 The Bank is authorised to record all telephone conversations made between the Bank and the Customer or Nominated User in writing or by tape/digitally or other means as the Bank may determine;

7.2.2 where any Instruction is given by fax, email, or SMS followed by delivery of the original Instruction, the fact that the same had been given by fax, email or SMS and the date of the facsimile shall be annotated on the original copy (where possible). In the absence of such annotation, the Customer agrees that the Bank shall not be liable for any consequences including (without limitation), in the case of payment Instructions, any losses arising from any duplication of payment or fund transfer, and

7.2.3 as between the Bank and the Customer, and in the absence of manifest error, the Bank’s records (whether in paper, electronic, data or other form) of each Instruction or other communication with the Customer shall be prima facie evidence in absence of proof to the contrary of the fact of receipt or non-receipt of such Instruction or communication and of the contents of an Instruction or communication.

7.3 In the event of any conflict between any terms of any request from the Customer and the terms of this Agreement, the terms of this Agreement shall prevail.

7.4 The Bank shall not be obliged to accept or to act upon any Instruction if to do so would require access to, action by, or information from the Branch, or any subsidiary or the Bank located in any jurisdiction where it is not a Banking Day at the relevant time when such access, action or information is required or would cause a breach of any existing mandate facility limit or agreement between the Bank, the Branch and/or any subsidiary of the Bank

(as applicable) and the Customer. In the event that the Bank does accept or act upon any such Instruction, the Customer shall remain liable thereof.

          1. CUSTOMER’S RESPONSIBILITIES

8.1 The Customer shall at his/its own expense provide and maintain in a safe and efficient operating order such Electronic Access Devices and other hardware, software and facilities (including access to any public telecommunications systems), and any communications network (hereinafter collectively referred to as “the Facilities”) necessary for the purpose of accessing the Electronic Channel and/or the Electronic Banking Services.

8.2The Customer shall be responsible for ensuring proper performance of the Facilities including any losses or delays that may be caused by a Third Party Provider supplying the Customer with any of the Facilities. The Bank shall neither be responsible for any errors or failures caused by any malfunction of the Facilities nor shall the Bank be responsible for any virus or related problems that may be associated with the use of the Customer’s Electronic Access Device.

8.3 The Customer shall be responsible for charges due to any Third Party Provider providing the Customer with any of the Facilities, for example connection to the internet, and the Bank shall not be responsible for losses or delays caused by any such Third Party

Provider.

8.4 The Customer and/or Nominated User shall abide with any applicable laws, rules and regulations necessary to have access to and use of the Electronic Banking Services and shall ensure that all persons the Customer allows to have access to the Facilities shall comply with all laws and regulations applicable to the use of the Electronic Banking Services and follow all Instructions, procedures and terms contained in this Agreement and any document provided by the Bank concerning the use of the Electronic Banking Services.

8.5 The Customer and/or Nominated User shall prevent any unauthorized access to or use of the Electronic Banking Services by way of keeping their Password, PIN and/or Log-in Information a secret at all times. The Customers shall ensure that the Password, PIN and/or Log-in Information does not become known or come into the possession of any unauthorised person.

8.6 The Customer and/or Nominated User shall take all reasonable precautions to detect any unauthorised use of the Customer or Nominated User’s Electronic Access Device and/or the Customer’s Electronic Banking Services. To that end, the Customer shall ensure that all communications from the Bank are examined and checked by or on behalf of the Customer as soon as practicable after receipt by the Customer in such a way that any unauthorised use of and access to the Customer and/or Nominated User’s Electronic Access Device and/or Electronic Banking Services will be detected.

8.7. The Customer and/or Nominated User shall immediately inform the Bank by telephone with a written confirmation sent the same day in the event that:

8.7.1 The Customer and/or Nominated User has reason to believe that their Password, PIN and/or Log-in Information is or may be known to any person not authorised to know the same and/or has been compromised; and/or

8.7.2The Customer and/or Nominated User has reason to believe that unauthorised use of the Electronic Banking Services has or may have occurred or could occur and/or a transaction may have been fraudulently input or compromised.

8.8 The Customer and/or Nominated User shall not send or attempt to send any Instruction to the Bank through their Electronic Access Device if the Customer or Nominated User has reason to believe that for any reason such Instruction may not be received by the Bank or may not be received accurately and intelligibly.

8.9 The Customer and/or Nominated User shall at all times follow the security procedures notified to the Customer by the Bank from time to time or such other procedures as may be applicable to the Electronic Banking Services from time to time; The Customer acknowledges that any failure on the part of the Customer and/or Nominated User to follow the recommended security procedures may result in a breach of the Customer’s profile confidentiality and may lead to unauthorized transactions in accounts linked to the

Customer’s Electronic Banking Service subscription with the Bank. In particular, the Customer shall ensure that the Electronic Banking Services are not used and/or Instructions are not issued and/ or the relevant functions are not performed by anyone other than a person authorised to do so.

8.10 The Customer and/or Nominated User shall not at any time Operate and/or use the Electronic Banking Services in any manner that may be prejudicial to the Bank.

8.11 The Customer shall be responsible for the Customer and/or Nominated User’s acts and omissions in the use of the Electronic Banking Service and the Bank shall not be responsible for any direct or indirect loss that arises there from.

8.12 The Customer shall keep the Bank indemnified against any Loss whatsoever howsoever and whens o ever arising from any breach by the Customer or Nominated User of this clause 8.

          1. EXCLUSION OF LIABILITY

9.1 The Bank will not be responsible or liable for:

9.1.1 any indirect or consequential losses or economic loss or loss of profit or business incurred by the Customer in connection with use of the Electronic Banking Services notwithstanding the Bank’s awareness of the possibility or likelihood of the Customer incurring the same;

9.1.2 any loss in connection with any unforeseeable acts or omissions or neglect acts on the part of Third Parties or any Third Party Providers retained by the Bank;

9.1.3 any losses arising in connection with the Bank acting upon Instructions sent by the Customer and/or Nominated User or by reason of the Bank failing or refusing to so act if, acting in good faith, in the Bank’s opinion there is or are reasonable ground(s) for such failure or refusal (other than as caused by gross negligence or willful default on the part of

the Bank);

9.1.4 any loss suffered by the Customer where the Electronic Banking Services are interfered with or are unavailable by reason of (a) any industrial action, (b) the failure of any of the Customer’s own Facilities, or (c) any other circumstances whatsoever not reasonably within the Bank’s control including, without limitation, force majeure or error, interruption, delay or non-availability of the Electronic Channels, terrorist or any enemy action, equipment failure, loss of power, adverse weather or atmospheric conditions, and failure of any public or private telecommunications system;

9.1.5 any losses caused as a result of or in connection with any laws or regulations of countries where transactions are settled or cleared and/or any exchange control restrictions or other governmental regulations (for example anti money laundering regulations )which are imposed from time to time unless caused by the Bank’s breach of such laws and regulations;

9.1.6 any losses suffered by the Customer by reason of:

9.1.6.1 the shut-down or delay in the availability of a Customer’s Mobile Service Provider, Internet Service Provider or other Third Party Provider;

9.1.6.2 any viruses, trojan horses, Mobile phone cloning, worms, logic software, Key logger software , Hi-jacking APP other bombs or other similar programs or routines (including hacking) affecting any Website, Electronic Channels, the Customer’s own Facilities; or

9.1.6.3 incomplete messaging or sending of Instructions;

9.1.7 any damages or losses arising from unauthorised access to any Electronic Banking Service by a third party using the Customer’s Password, PIN and/or Log-in Information, unless prior notification from the Customer has been received by the Bank stating that no further access to the relevant Service shall be granted to any person, using such PIN and/or Log-in Information which notification shall have effect either from the date of receipt of such notification or such later date as may be specified in such notification; or

9.1.8 the consequences of any misuse of any Electronic Access Device and/or Electronic Channel by the Customer and/or Nominated User, or the Customer and/or Nominated User’s use of any Electronic Channel Party Provider not approved for and/or related to provision of any of the Electronic Banking Services.

9.1.9 if the request is in contradiction or conflict with other existing account agreements with the customer.

9.2 Any other limitation of liability contained in any other agreement between the Customer and the Bank, law, rules and/or regulations shall be in addition to and shall not derogate from the above. Without prejudice to clause

9.3 Without prejudice to clause 9.1 above, the Bank’s maximum aggregate liability to a Customer for any claim arising from or in connection with use of any of the Electronic Banking Services shall be limited to the aggregate amount of service charges or Tariffs paid by the Customer for the relevant Electronic Banking Services in the three months preceding such claim.

9.4 The Customer hereby acknowledges and agrees that whilst the Bank will use all reasonable endeavours to ensure that all financial information available through the Electronic Banking Service platform is accurate when initially made available, the Bank shall not be liable for any loss incurred or damage suffered by the Customer and/or Nominated User by reason or in consequence of the Customer and/or Nominated User’s use of financial information which is not up to date.

9.5 If for any reason other than a reason mentioned in subparagraph 9.1.4 the Service is interfered with or unavailable, the Bank’s sole liability under this Agreement in respect thereof shall be to re-establish the applicable Electronic Banking Service as soon as reasonably practicable or, at the Bank’s option, to provide to the Customer alternative banking facilities which need not be electronic facilities.

9.6 The Bank shall not be liable to the Customer for any interference with or unavailability of the Electronic Banking Services, howsoever caused.

9.7 Save as otherwise provided in this Agreement, all terms, conditions and warranties express implied by law regarding the quality or fitness for purpose or otherwise of the Electronic Banking Services are excluded to the fullest extent permitted by applicable law.

          1. INDEMNITY

10.1 The Customer shall indemnify and keep the Bank indemnified against:

10.1.1 any Loss incurred or to be incurred by the Bank in \respect of any claims against the Bank for recompense for loss

10.2 The Customer shall indemnify and keep the Bank indemnified against Loss incurred or to be incurred by the Customer relating to or in connection with the Electronic Banking Services, whether directly or indirectly, unless Loss arose as a direct consequence of the gross negligence or willful misconduct of the Bank, its employees or its Third Party Providers.

10.3 The Customer shall indemnify and keep the Bank indemnified against the following:-

10.3.1 any Loss which Incurred the Bank or which it may suffer or incur arising from its acting or not acting on any Instruction or arising from the malfunction or failure or unavailability of any Electronic Channel’s hardware, software, or equipment, the loss or destruction of any data, power failures, corruption of storage media, natural phenomena, riots, acts of vandalism, sabotage, terrorism or any other event beyond the Bank’s control, interruption or distortion of communication links or  arising from reliance on any person or Third Party Provider or any incorrect, illegible, incomplete or inaccurate information or data contained in any Instruction received by the Bank.

10.3.2 any Loss that may arise from the Customer’s use, misuse, abuse or possession of any third party software, including without limitation, any operating system, browser software or any other software packages or programs.

10.3 The Customer shall indemnify and keep the Bank indemnified against the following:-

10.3.1 any Loss which Incurred the Bank or which it may suffer or incur arising from its acting or not acting on any Instruction or arising from the malfunction or failure or unavailability of any Electronic Channel’s hardware, software, or equipment, the loss or destruction of any data, power failures, corruption of storage media, natural phenomena, riots, acts of vandalism, sabotage, terrorism or any other event beyond the Bank’s control, interruption or distortion of communication links or arising from reliance on any person or Third Party Provider or any incorrect, illegible, incomplete or inaccurate information or data contained in any Instruction received by the Bank.

10.3.2 any Loss that may arise from the Customer’s use, misuse, abuse or possession of any third party software, including without limitation, any operating system, browser software or any other software packages or programs.

10.3.3 Any unauthorized access to the Customer’s accounts or any breach of security or any destruction or accessing of the Customer’s data or any destruction or theft of or damage to any of the Customer’s Facilities.

10.3.4 any Loss occasioned by the failure by the Customer to adhere to any terms and conditions applicable to the Electronic Banking Services and/or by supplying of incorrect information or loss or damage occasioned by the failure or unavailability of a Third Party Provider’s facilities or systems or the inability of a third party or Third Party Provider to process a transaction.

          1. AMENDMENTS

11.1 The Bank may at any time amend, vary and/or change the terms and conditions stipulated in this Agreement or the Electronic Banking Services package from time to time offered/ available to

the Customer.

11.2 If the amendment, variation and/or change adversely affect  the Customer, the Bank will give the Customer notice through an Alert, letter, prominently displayed notices in the banking hall or other mode of communication prior to the effective date of the amendment, variation and/or change.

12 TERMINATION

12.1 Notwithstanding anything contained in this Agreement, the same may be terminated at any time by either party giving the other one calendar month’s prior notice, PROVIDED that in the event of any change in any law or the application thereof, or any other event which, in the judgment of the Bank, would have the effect of prejudicing the Bank should it continue with the rendering of the Electronic Banking Customer, the Bank shall be entitled to terminate this Agreement at any time without prior notice to the customer.

12.2 If the Customer terminates this Agreement for provision of the Electronic Banking Services, the Bank may continue to effect Instructions until such time as the Bank will have had a reasonable

opportunity to act on the Customer’s notice of termination.

12.3 The termination of this Agreement shall not, in itself, terminate or affect the relationship of Banker and Customer between the Bank and the Customer.

12.4 Paragraphs 10, 11, 14, 15 and 17 shall survive the termination of this Agreement.

          1. GENERAL PROVISIONS

13.1 The Customer shall not assign the benefit of this Agreement or any rights arising hereunder without consent of the Bank.

13.2 No waiver by the Bank of any breach by the Customer of any of the terms of this Agreement shall be effective unless it is an express waiver in writing of such breach. No waiver of any such breach shall waive any subsequent breach by the Customer.

13.3 It is hereby acknowledged:

13.3.1 that the Customer has not relied upon any representation, warranty, promise, statement of opinion or other inducement made or given by or on behalf of or purportedly by or on behalf of the Bank in deciding to enter into this Agreement; and

13.3.2 that no person has or has had authority on behalf of the Bank whether before, on or after the signing of this Agreement to make or give any such representation, warranty, promise, statement of opinion or other inducement to the Customer or to enter into any collateral or side agreement of any kind with the Customer in connection with the Electronic Banking Service.

13.4 This Agreement supersedes all prior agreements, arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof. For the avoidance of doubt, nothing herein shall vary, discharge or in any other way affect or prejudice any security granted by the Customer or any third party in favour of the Bank in relation to any obligations of the Customer which may arise if any Instruction from the Customer hereunder is acted upon by the Bank.

13.5 Any notice required to be given under this Agreement shall be in writing and sufficiently served if sent by registered post, stamped and properly addressed:

13.5.1 if to the Bank, to the manager of the Branch or to the Bank at the address of the Branch at which the Customer’s Account is held; or

13.5.2 If to the Customer, at the address given by the Customer in the application form and shall be deemed to have been served five banking days after posting.

13.6 The Customer hereby undertakes to the Bank to make the Nominated User aware of the Nominated User’s obligations under this Agreement and to take all such steps as shall from time to time be necessary to ensure compliance by the Nominated User with the provisions of this Agreement.

13.7 The Bank shall not be liable to the Customer for loss arising from or in connection with any representations agreements statements or undertakings made prior to the date of execution of this Agreement other than those representations agreements statements and undertakings confirmed by a duly authorized representative of the Bank in writing or expressly incorporated or

referred to in this Agreement.

13.8 If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest  extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.

          1. CONFIDENTIALITY AND DISCLOSURE

14.1 The Customer shall maintain and shall procure that the Nominated User shall maintain the confidentiality of the PIN, Log-in Information and any other information and materials of any nature supplied to the Customer by the Bank in relation to  the Service. The Customer shall be fully liable to indemnify the Bank for any Loss incurred as a result of breach of the provisions of this paragraph.

14.2 The Customer hereby authorizes the Bank to collect, retain and use personal information about the Customer for certain purposes as detailed in the Bank’s data protection and privacy policies or as may from time to time be required by law.

14.3 The Customer authorizes the Bank to disclose any information (including any personal data) regarding the Customer and the status of the Customer’s accounts (including deposit accounts) with the Bank obtained under this Agreement to:

14.3.1 Any office/branch/division of the Bank;

14.3.2 Any Third Party Provider, service provider or professional adviser who provides administrative, telecommunications, computer, payment, collections, security, clearing, credit reference or checking, or other services or facilities to the bank in connection with the operation of the Bank’s business;

14.3.3 Any person to whom the Bank is required to make disclosure to under the requirements of any law, regulation or practice or court order;

14.3.4 Any financial institution with which the Customer proposes to have any dealings, And to use such information in connection with the administration and operation of these Services.

          1. INTELLECTUAL PROPERTY RIGHTS

15.1The Customer acknowledges that the intellectual property rights in the Electronic Channels and all associated information and/or documentation (including any amendments or enhancements thereto from time to time) that the Bank provides to the Customer through the Electronic Channels or otherwise are vested either in the Bank or in other persons from whom the Bank has a right to use and to sub-license the Electronic Channels and/ or the said information and/or documentation. The Customer shall not infringe any such intellectual property rights.

15.2 The Customer and/or Nominated User shall not duplicate, reproduce or in any way tamper with the Bank’s Electronic Channels and associated information or documentation without the prior written consent of the Bank.

15.3 In respect of third-party software used by the Customer and not otherwise supplied by the Bank , the Bank is not a party to any license agreement entered into by the Customer and the licensor and thus makes no warranties or representations relating to such software, including, without limitation, warranties or representations relating to its suitability for a particular purpose, security features or performance. The Customer acknowledges that the use of such software shall be at the Customer’s own risk.

15.4 The Customer acknowledges and understands that the utilization of such third-party software may be illegal and/or may infringe upon certain third-party intellectual property rights. The Customer understands that, in the use of any third-party software not expressly supplied by the Bank, it shall at all times be incumbent upon the Customer to ascertain the legality of such use and to obtain all necessary licenses and permissions from the relevant parties.

          1. GOVERNING LAW

16.1 This Agreement shall be governed by and shall be construed according to the Laws of the Republic of Kenya.

16.2The parties hereby irrevocably submit to the jurisdiction of the Courts of Kenya, but the Bank shall be at liberty to enforce anywhere a Judgment in any jurisdiction where the Customer carries on business or has any asset.

          1. INTENTION TO BE BOUND AND INDEPENDENT LEGAL ADVICE

17.1 The Customer has executed these Terms and Conditions with the intention to be legally bound by the contents herein.

17.2 The Customer hereby agrees and confirms that they have read an understood these Terms and Conditions and have sought and obtained independent legal and financial advice regarding the

legal, tax, financial or other implication arising under these Terms and Conditions.

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